SEC EDGAR · 10-Q
10-Q – 2025-11-06 – tmb-20250930x10q.htm

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Omsättning
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 129
| ● We face intense and increasing competition from providers of video, broadband and/or wireless services. Changing consumer behavior and new technologies in our Pay-TV and/or Wireless business may reduce our subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us. |
● If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue.
Deferred revenue and other |
Long-term deferred revenue and other long-term liabilities |
Revenue: |
Service revenue |
Equipment sales and other revenue |
Rörelseresultat
Operating income (loss) |
| Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer. “OIBDA,” defined as “Operating income (loss)” plus “Depreciation and amortization,” is the primary measure used by our CODM to evaluate segment operating performance. The CODM regularly reviews budget-to-actual variances of OIBDA when evaluating segment performance and allocating resources to each segment. |
| The revenue, expense, operating income (loss) and OIBDA by segment were as follows: |
(2) “Other” primarily consists of variable costs including call center, manufacturing, dealer incentive, bad debt, billing and other variable costs, as well as costs to retain our subscribers. | (3) OIBDA is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in eva |
| Operating income before depreciation and amortization (“OIBDA”). OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization.” This non-GAAP measure is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below. |
| Operating income before depreciation and amortization, and impairments and other (“Adjusted OIBDA”). Adjusted OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization” and “Impairments and other.” This non-GAAP measure is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below. |
| Revenue and operating income (loss) by segment are shown in the table below: |
Operating income (loss): |
Periodens resultat
Net income (loss) |
Less: Net income (loss) attributable to noncontrolling interests, net of tax |
Net income (loss) attributable to EchoStar |
Basic net income (loss) per share attributable to EchoStar |
Diluted net income (loss) per share attributable to EchoStar |
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss) |
Net income (loss) attributable to noncontrolling interests |
Net income (loss)
Resultat per aktie
Earnings per share - Class A and B common stock: |
| 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 Existing DISH Convertible Notes and EchoStar Convertible Notes, as defined in Note 9, (together the “Convertible Notes,”) were converted. The p |
| The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation. |
| Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warra |
Kassaflöde
| 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. 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 mar |
| The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases. |
| Supplemental cash flow information related to leases was as follows: |
| Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. |
| Our Pay-TV subscriber base has been declining due to, among other things, the factors described above. There can be no assurance that our Pay-TV subscriber base will not continue to decline and that the pace of such decline will not accelerate. As our Pay-TV subscriber base continues to decline, it could have a material adverse long-term effect on our business, results of operations, financial condition and cash flow. |
| Cash Flow |
| The following discussion highlights our cash flow activities during the nine months ended September 30, 2025. |
| Free Cash Flow |
Fritt kassaflöde
| Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. |
| Free Cash Flow |
| We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obliga |
| Free cash flow can be significantly impacted from period to period by changes in “Net income (loss)” adjusted to exclude certain non-cash charges, operating assets and liabilities, “Purchases of property and equipment,” net of “Refunds and other receipts of purchases of property and equipment,” and “Capitalized interest related to regulatory authorizations.” These items are shown in the “Net cash flows from operating activities” and “Net cash flows from investing activities” sections on our Cond |
| The following table reconciles free cash flow to “Net cash flows from operating activities.” |
Free cash flow |
| Finally, our future cash flow is impacted by, among other things, the rate at which we incur litigation expense, make cash interest payments, participate in FCC wireless spectrum auctions and any cash flow from financing activities. We anticipate operating expenditures for our 5G Network to decrease as we have completed our 5G Network and as we transition to our Hybrid MNO network under which we will continue to operate our 5G Network core and utilize AT&T’s network services. We expect our capit |
Likvida medel
Cash and cash equivalents |
Effect of exchange rates on cash and cash equivalents |
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents |
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5) |
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5) |
| Our cash and cash equivalents and marketable investment securities totaled $ 3.915 billion as of September 30, 2025 (“Cash on Hand”). As reflected in the condensed consolidated financial statements as of September 30, 2025, we have $ 2.0 billion of debt maturing in July 2026 and $ 1.377 billion of debt maturing in August 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 |
| As of September 30, 2025 and December 31, 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. |
5. Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments |
Nettoskuld
Adjustments to reconcile net income (loss) to net cash flows from operating activities: |
Net cash flows from operating activities |
Net cash flows from investing activities |
Net cash flows from financing activities |
| 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 |
| 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 model 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 the capitalized costs of our right of use (“ROU”) lease assets associated with t |
| Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. |
| For the nine months ended September 30, 2025, we reported “Net cash flows from operating activities” of $326 million primarily attributable to $269 million of “Net income (loss)” adjusted to exclude the non-cash items for “Depreciation and amortization” expense, “Impairments and other,” “Realized and unrealized losses (gains) and impairments on investments and other,” “Asset sales and other (gains) losses,” “Non-cash, stock-based compensation” expense, “Interest expense paid in kind on long-term |
Eget kapital
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 3
Liabilities and Stockholders’ Equity (Deficit) |
Stockholders’ Equity (Deficit): |
Total EchoStar stockholders’ equity (deficit) |
Total stockholders’ equity (deficit) |
Total liabilities and stockholders’ equity (deficit) |
ECHOSTAR CORPORATION | CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) | (In thousands)
| Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Condensed 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 ma |
Antal aktier
Class A common stock, $ 0.001 par value, 1,600,000,000 shares authorized, 158,248,208 and 155,048,676 shares issued, 156,459,188 and 155,048,676 shares outstanding, respectively |
Weighted-average common shares outstanding - Class A and B common stock: |
| 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 Existing DISH Convertible Notes and EchoStar Convertible Notes, as defined in Note 9, (together the “Convertible Notes,”) were converted. The p |
| The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation. |
| Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warra |
Antal anställda
| ● Our business growth and customer retention strategies rely in part on the work of technically skilled employees. |
| On December 20, 2021, four former employees filed a class action complaint in the United States District Court for the District of Colorado against our wholly-owned subsidiary DISH Network, its Board of Directors, and its Retirement Plan Committee alleging fiduciary breaches arising from the management of our 401(k) Plan. The putative class, comprised of all participants in the Plan on or after January 20, 2016, alleges that the Plan had excessive recordkeeping and administrative expenses and th |
| The presence of a going concern uncertainty may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all. There can be no assurance that management’s plans to mitigate these risks will be successful on a timely basis or at all. If we are unable to secure adequate liquidity on an acceptable timeline or at |
| Certain actions that we, or certain of our subsidiaries, may take, including a potential voluntary Chapter 11 bankruptcy filing could have material adverse consequences to us and such subsidiaries, including, but not limited to: (i) disruption of relationships with vendors, suppliers, employees and customers; (ii) limitations on the ability to access capital markets or otherwise obtain financing on favorable terms or at all; (iii) limitations on the ability to take advantage of business opportun |
Organisk tillväxt
| Competition. Wireless communication services is a mature market with moderate year over year organic growth. Competitors include, among others, providers who offer similar wireless communication services, such as talk, text and data. Competitive factors within the wireless communication services industry include, but are not limited to, pricing, market saturation, service and product offerings, customer experience and service quality. We compete with a number of national wireless carriers, inclu |
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EchoStar Corporation_SEPTEMBER 30, 2025
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Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form  10-Q
(Mark One)
☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 .
OR
☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
Commission File Number: 001-33807
EchoStar Corporation
(Exact name of registrant as specified in its charter)




Nevada
26-1232727

(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)




9601 South Meridian Boulevard


Englewood , Colorado
80112

(Address of principal executive offices)
(Zip code)


( 303 ) 723-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:










Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value

SATS

The Nasdaq Stock Market L.L.C.


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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer    ☒
Accelerated filer   ☐




Non-accelerated filer   ☐
Smaller reporting company   ☐





Emerging growth company   ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2025, the registrant’s outstanding common stock consisted of 156,527,847 shares of Class A common stock and 131,348,468 shares of Class B common stock.





Table of Contents

TABLE OF CONTENTS







PART I — FINANCIAL INFORMATION







Disclosure Regarding Forward-Looking Statements
i





Item 1.
Financial Statements
1






Condensed Consolidated Balance Sheets
1






Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
2






Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
3






Condensed Consolidated Statements of Cash Flows
4






Notes to Condensed Consolidated Financial Statements
5





Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
76





Item 3.
Quantitative and Qualitative Disclosures About Market Risk
126





Item 4.
Controls and Procedures
126





PART II — OTHER INFORMATION





Item 1.
Legal Proceedings
126





Item 1A.
Risk Factors
126





Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
129





Item 3.
Defaults Upon Senior Securities
None





Item 4.
Mine Safety Disclosures
None





Item 5.
Other Information
129





Item 6.
Exhibits
130






Signatures
132






Table of Contents

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

SUMMARY OF RISK FACTORS

Risks Relating to Pending Transactions

● The timing and closing of the AT&T Transactions and SpaceX Transactions are not certain, and are subject to certain conditions, some of which we cannot control, which could result in the AT&T Transactions or SpaceX Transactions, respectively, not being completed or being completed later than we expect, which could have a material adverse impact on our expected leverage and available cash-on-hand, as well as costs and revenues, or otherwise reducing the anticipated benefits of the AT&T Transactions and SpaceX Transactions, respectively.

Competition and Economic Risks

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

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

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

● Through the MNSA and the NSA, we depend in part on T-Mobile and AT&T to provide network services to our Wireless subscribers. Our failure to effectively manage these relationships, including without limitation, our minimum commitments, any system failure in their wireless networks, interruption in the services provided to us and/or the termination of the MNSA or the NSA (each as defined below) could have a material adverse effect on our business, financial condition and results of operations.

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● We compete with the MNOs whose networks we partially rely on to provide wireless services to our customers, and they may seek to limit, reduce or terminate our network access to the extent that it becomes competitively advantageous to do so.

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

Operational and Service Delivery Risks

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

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

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

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

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

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

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

Risks Related to our Human Capital

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

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

Risks Related to our Products and Technology

● Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.
● We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

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

Risks Related to Cybersecurity
● We have experienced and may experience in the future consistent cyber-attacks and attempts to gain unauthorized access to our systems and any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations could disrupt or harm our business.
● The confidentiality, integrity and availability of our services and products depends on the continuing operation of our information technology and other enabling systems.

Acquisition and Capital Structure Risks
● We, and certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows, or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our, and certain of our subsidiaries, ability to continue as a going concern.
● We have substantial debt outstanding and may incur additional debt, and covenants in our Indentures could limit our ability to undertake certain types of activities and adversely affect our liquidity.
● We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment in these acquisitions and transactions.
● We have made substantial investments to acquire certain wireless spectrum licenses and other related assets, and may be unable to realize a return on these assets.
● We will need additional capital, which may not be available on favorable terms or at all, to fund current obligations, to continue investing in our business and to finance acquisitions and other strategic transactions.
● We are controlled by one principal stockholder who is our Chairman.

Risks Related to the Regulation of Our Business
● Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted.

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



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Item 1. FINANCIAL STATEMENTS
ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
(Unaudited)
















As of  



September 30,

December 31,


    
2025
    
2024

Assets







Current Assets:







Cash and cash equivalents

$
2,431,742

$
4,305,393

Current restricted cash, cash equivalents and marketable investment securities


169,575


150,898

Marketable investment securities


1,482,828


1,242,036

Trade accounts receivable, net of allowance for credit losses of $ 91,384 and $ 82,628 , respectively


1,127,101


1,198,731

Inventory


416,068


455,197

Prepaids and other assets


384,301


655,233

Other current assets


20,675


88,255

Total current assets


6,032,290


8,095,743









Noncurrent Assets:







Restricted cash, cash equivalents and marketable investment securities


174,352


169,627

Property and equipment, net


3,084,793


9,187,132

Regulatory authorizations, net


34,924,214


39,442,166

Other investments, net


193,272


202,327

Operating lease assets


291,846


3,260,768

Intangible assets, net


62,949


74,939

Other noncurrent assets, net


507,650


505,985

Total noncurrent assets


39,239,076


52,842,944

Total assets

$
45,271,366

$
60,938,687









Liabilities and Stockholders’ Equity (Deficit)







Current Liabilities:







Trade accounts payable

$
668,186

$
740,984

Deferred revenue and other


652,398


650,940

Accrued programming


1,222,607


1,339,072

Accrued interest


631,933


352,499

Other accrued expenses and liabilities


2,267,668


1,804,516

Current portion of debt, finance lease and other obligations (Note 9)


4,519,619


943,029

Total current liabilities


9,962,411


5,831,040









Long-Term Obligations, Net of Current Portion:







Long-term debt, finance lease and other obligations, net of current portion (Note 9)


21,791,251


25,660,288

Deferred tax liabilities, net


680,784


4,988,653

Operating lease liabilities


4,266,240


3,211,407

Long-term deferred revenue and other long-term liabilities


1,563,809


1,002,074

Total long-term obligations, net of current portion


28,302,084


34,862,422

Total liabilities


38,264,495


40,693,462









Commitments and Contingencies (Note 10)















Stockholders’ Equity (Deficit):







Class A common stock, $ 0.001 par value, 1,600,000,000 shares authorized, 158,248,208 and 155,048,676 shares issued, 156,459,188 and 155,048,676 shares outstanding, respectively


159


155

Class B common stock, $ 0.001 par value, 800,000,000 shares authorized, 131,348,468 shares issued and outstanding


131


131

Additional paid-in capital


8,849,985


8,768,360

Accumulated other comprehensive income (loss)


( 178,779 )


( 195,711 )

Accumulated earnings (deficit)


( 1,671,560 )


11,618,437

Treasury stock, at cost, 1,789,020 shares


( 48,512 )


—

Total EchoStar stockholders’ equity (deficit)


6,951,424


20,191,372

Noncontrolling interests


55,447


53,853

Total stockholders’ equity (deficit)


7,006,871


20,245,225

Total liabilities and stockholders’ equity (deficit)

$
45,271,366

$
60,938,687


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


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Table of Contents

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




























For the Three Months Ended 

For the Nine Months Ended 



September 30,

September 30,


    
2025
    
2024
    
2025
    
2024

Revenue:













Service revenue

$
3,427,947

$
3,671,674

$
10,574,210

$
11,233,429

Equipment sales and other revenue


186,311


219,310


634,765


625,149

Total revenue


3,614,258


3,890,984


11,208,975


11,858,578















Costs and Expenses (exclusive of depreciation and amortization):













Cost of services


2,370,363


2,538,149


7,264,192


7,602,809

Cost of sales - equipment and other


391,524


393,024


1,185,219


1,164,200

Selling, general and administrative expenses


621,487


643,144


1,848,832


1,862,590

Depreciation and amortization


391,291


477,434


1,372,679


1,470,359

Impairments and other (Note 1)


16,481,468


—


16,481,468


—

Total costs and expenses


20,256,133


4,051,751


28,152,390


12,099,958















Operating income (loss)


( 16,641,875 )


( 160,767 )


( 16,943,415 )


( 241,380 )















Other Income (Expense):













Interest income


53,187


11,200


184,085


55,591

Interest expense, net of amounts capitalized (Note 2)


( 377,072 )


( 81,503 )


( 942,359 )


( 262,077 )

Other, net (Note 5)


28,953


52,107


105,480


( 65,501 )

Total other income (expense)


( 294,932 )


( 18,196 )


( 652,794 )


( 271,987 )















Income (loss) before income taxes


( 16,936,807 )


( 178,963 )


( 17,596,209 )


( 513,367 )

Income tax (provision) benefit, net


4,155,459


35,162


4,304,736


53,733

Net income (loss)


( 12,781,348 )


( 143,801 )


( 13,291,473 )


( 459,634 )

Less: Net income (loss) attributable to noncontrolling interests, net of tax


( 152 )


( 1,989 )


( 1,476 )


( 4,855 )

Net income (loss) attributable to EchoStar

$
( 12,781,196 )

$
( 141,812 )

$
( 13,289,997 )

$
( 454,779 )















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













Basic


288,051


271,736


287,362


271,616

Diluted


288,051


271,736


287,362


271,616















Earnings per share - Class A and B common stock:













Basic net income (loss) per share attributable to EchoStar

$
( 44.37 )

$
( 0.52 )

$
( 46.25 )

$
( 1.67 )

Diluted net income (loss) per share attributable to EchoStar

$
( 44.37 )

$
( 0.52 )

$
( 46.25 )

$
( 1.67 )















Comprehensive Income (Loss):













Net income (loss)

$
( 12,781,348 )

$
( 143,801 )

$
( 13,291,473 )

$
( 459,634 )

Other comprehensive income (loss):













Foreign currency translation adjustments


3,902


1,686


19,387


( 21,600 )

Unrealized holding gains (losses) on available-for-sale debt securities


1,330


66


48


1,497

Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)


( 13 )


( 15 )


1,115


( 1,542 )

Deferred income tax (expense) benefit, net


( 706 )


76


( 548 )


47

Total other comprehensive income (loss), net of tax


4,513


1,813


20,002


( 21,598 )

Comprehensive income (loss)


( 12,776,835 )


( 141,988 )


( 13,271,471 )


( 481,232 )

Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax


( 41 )


( 1,538 )


1,594


( 8,745 )

Comprehensive income (loss) attributable to EchoStar

$
( 12,776,794 )

$
( 140,450 )

$
( 13,273,065 )

$
( 472,487 )


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


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




















































Accumulated















Class A and B

Additional

Other 

Accumulated







Redeemable



Common

Paid-In

Comprehensive

Earnings

Noncontrolling




Noncontrolling


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

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


—


( 160 )


—


—


—


( 160 )


—

Non-cash, stock-based compensation


—


9,058


—


—


—


9,058


—

Other comprehensive income (loss)


—


—


( 4,548 )


—


( 1,119 )


( 5,667 )


—

Purchase of SNR Management's ownership interest in SNR HoldCo


—


—


—


—


—


—


( 441,998 )

Net income (loss) attributable to noncontrolling interests


—


—


—


—


( 4,615 )


( 4,615 )


3,616

Net income (loss) attributable to EchoStar


—


—


—


( 107,376 )


—


( 107,376 )


—

Balance, March 31, 2024

$
271

$
8,310,877

$
( 164,604 )

$
11,630,607

$
63,999

$
19,841,150

$
—

Issuance of Class A common stock


—


1,992


—


—


—


1,992


—

Sale of Assets to CONX, net of deferred taxes


—


3,376


—


—


—


3,376


—

Non-cash, stock-based compensation


—


10,635


—


—


—


10,635


—

Other comprehensive income (loss)


—


—


( 14,522 )


—


( 3,222 )


( 17,744 )


—

Net income (loss) attributable to noncontrolling interests


—


—


—


—


( 1,867 )


( 1,867 )


—

Net income (loss) attributable to EchoStar


—


—


—


( 205,591 )


—


( 205,591 )


—

Balance, June 30, 2024

$
271

$
8,326,880

$
( 179,126 )

$
11,425,016

$
58,910

$
19,631,951

$
—

Issuance of Class A common stock


—


2,515


—


—


—


2,515


—

Non-cash, stock-based compensation


—


8,605


—


—


—


8,605


—

Other comprehensive income (loss)


—


—


1,362


—


451


1,813


—

Net income (loss) attributable to noncontrolling interests


—


—


—


—


( 1,989 )


( 1,989 )


—

Net income (loss) attributable to EchoStar


—


—


—


( 141,812 )


—


( 141,812 )


—

Other


—


( 789 )


—


—


—


( 789 )




Balance, September 30, 2024

$
271

$
8,337,211

$
( 177,764 )

$
11,283,204

$
57,372

$
19,500,294

$
—






















































Accumulated















Class A and B

Additional

Other 

Accumulated












Common

Paid-In

Comprehensive

Earnings

Treasury

Noncontrolling





    
Stock
    
Capital
    
Income (Loss)
    
(Deficit)
    
Stock

Interests
    
Total

Balance, December 31, 2024

$
286

$
8,768,360

$
( 195,711 )

$
11,618,437

$
—

$
53,853

$
20,245,225

Issuance of Class A common stock


—


2,534


—


—


—


—


2,534

Non-cash, stock-based compensation


—


7,609


—


—


—


—


7,609

Other comprehensive income (loss)


—


—


7,846


—


—


1,802


9,648

Net income (loss) attributable to noncontrolling interests


—


—


—


—


—


( 612 )


( 612 )

Net income (loss) attributable to EchoStar


—


—


—


( 202,669 )


—


—


( 202,669 )

Other


—


955


—


—


—


—


955

Balance, March 31, 2025

$
286

$
8,779,458

$
( 187,865 )

$
11,415,768

$
—

$
55,043

$
20,062,690

Issuance of Class A common stock


1


21,292


—


—


—


—


21,293

Non-cash, stock-based compensation


—


8,514


—


—


—


—


8,514

Other comprehensive income (loss)


—


—


4,684


—


—


1,157


5,841

Net income (loss) attributable to noncontrolling interests


—


—


—


—


—


( 712 )


( 712 )

Net income (loss) attributable to EchoStar


—


—


—


( 306,132 )


—


—


( 306,132 )

Balance, June 30, 2025

$
287

$
8,809,264

$
( 183,181 )

$
11,109,636

$
—

$
55,488

$
19,791,494

Issuance of Class A common stock


3


28,850


—


—


—


—


28,853

Class A common stock repurchases, at cost


—


—


—


—


( 48,512 )


—


( 48,512 )

Non-cash, stock-based compensation


—


11,871


—


—


—


—


11,871

Other comprehensive income (loss)


—


—


4,402


—


—


111


4,513

Net income (loss) attributable to noncontrolling interests


—


—


—


—


—


( 152 )


( 152 )

Net income (loss) attributable to EchoStar


—


—


—


( 12,781,196 )


—


—


( 12,781,196 )

Balance, September 30, 2025

$
290

$
8,849,985

$
( 178,779 )

$
( 1,671,560 )

$
( 48,512 )

$
55,447

$
7,006,871


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


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Table of Contents

ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
















For the Nine Months Ended 



September 30,


    
2025
    
2024

Cash Flows From Operating Activities:







Net income (loss)
    
$
( 13,291,473 )

$
( 459,634 )

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







Depreciation and amortization


1,372,679


1,470,359

Impairments and other (Note 1)


16,481,468


—

Realized and unrealized losses (gains) and impairments on investments and other


( 28,884 )


41,929

Asset sales and other (gains) losses


( 59,474 )


( 50,418 )

Non-cash, stock-based compensation


27,994


28,298

Interest expense paid in kind on long-term debt


95,120


—

Deferred tax expense (benefit)


( 4,328,557 )


( 85,300 )

Changes in allowance for credit losses


8,756


8,037

Change in long-term deferred revenue and other long-term liabilities


36,677


15,996

Other, net


32,073


131,029

Changes in operating assets and operating liabilities, net


( 20,431 )


106,848

Net cash flows from operating activities


325,948


1,207,144









Cash Flows From Investing Activities:







Purchases of marketable investment securities


( 2,767,979 )


( 29,166 )

Sales and maturities of marketable investment securities


2,549,229


563,421

Purchases of property and equipment (Note 7)


( 807,632 )


( 1,200,606 )

Capitalized interest related to regulatory authorizations (Note 2)


( 676,311 )


( 642,989 )

Purchases of regulatory authorizations, including deposits


—


( 1,104 )

Sale of assets to CONX


—


26,719

Liberty Puerto Rico asset sale


—


95,435

Sale of Fiber business


47,207


—

Other, net


5,444


10,892

Net cash flows from investing activities


( 1,650,042 )


( 1,177,398 )









Cash Flows From Financing Activities:







Repayment of long-term debt, finance lease and other obligations


( 60,032 )


( 101,197 )

Redemption and repurchases of term loans, convertible and senior notes


( 622,716 )


( 951,170 )

Proceeds from issuance of convertible and senior notes


150,000


—

Debt issuance costs and debt (discount) premium


( 946 )


—

Proceeds from New DISH DBS Financing


—


2,500,000

Debt issuance costs and debt (discount) premium from New DISH DBS Financing


—


( 136,208 )

Early debt extinguishment gains (losses) of convertible and senior notes


11,465


—

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


35,846


4,347

Purchase of SNR Management's ownership interest in SNR HoldCo


—


( 441,998 )

Other, net


( 27,977 )


( 4,185 )

Net cash flows from financing activities


( 562,872 )


869,589









Effect of exchange rates on cash and cash equivalents


2,991


( 3,458 )









Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents


( 1,883,975 )


895,877

Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5)


4,593,804


1,911,601

Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5)

$
2,709,829

$
2,807,478


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



4

Table of Contents

ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 three primary business segments.

Recent Developments

FCC Review

In the third quarter of 2025, we resolved the previously disclosed 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 9 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. 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.”


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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 10, (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 September 30, 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 9 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 September 30, 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 this Quarterly Report on Form 10-Q.


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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 term of the Fifth Amendment is scheduled to begin on January 1, 2026 and extends certain terms and conditions under the NSA that were previously available only through the end of 2025.

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 plan to transition to a Hybrid MNO and trigger the Sixth Amendment rates as early as the fourth quarter of 2025 and AT&T has agreed to provide these services to us through December 31, 2031. We are not obligated to transition to a Hybrid MNO or meet the specified data thresholds, but will not be entitled to the terms of the Sixth Amendment unless we have met such thresholds. In the fourth quarter of 2025, we gave notice to AT&T that we expect to meet such thresholds and intend to trigger the Sixth Amendment and as such, we have commenced the transition to a Hybrid MNO.

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 “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.


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The consideration for the 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 September 30, 2025, the aggregate principal amount outstanding of the Seller Notes was $ 9.826 billion and is secured by the AWS-4 and AWS-3 Licenses.

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 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.

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 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.

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 this Quarterly Report on Form 10-Q.


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Future Capital Requirements

The condensed 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 $ 3.915 billion as of September 30, 2025 (“Cash on Hand”). As reflected in the condensed consolidated financial statements as of September 30, 2025, we have $ 2.0 billion of debt maturing in July 2026 and $ 1.377 billion of debt maturing in August 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 10 for definitions and further information.

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 $ 19 billion in consideration which includes $ 17 billion in a combination of cash and the Equity Amount (as defined above in “ SpaceX Transactions ”), and payments for the Interim Debt Service of $ 2 billion. These transactions also contemplate the repayment of certain of our debt as described above in “ AT&T Transactions ” and “ SpaceX Transactions .” 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 condensed 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 condensed 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

Impairment of Indefinite-Lived Intangible Assets

We do not amortize indefinite-lived intangible assets, primarily consisting of FCC licenses, 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.

Management has the option to perform a qualitative assessment or go directly to a quantitative assessment that utilizes the market approach or the income approach to determine whether it is more likely than not that 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.


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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 model resulting in a significant adverse change in the intended use of such assets. These developments were considered triggering events and resulted in the performance of an impairment assessment of our Wireless segment spectrum licenses and certain international licenses . 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. However, as certain bands of our Wireless 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.

As of September 30, 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 acquisitions of spectrum or of businesses for which spectrum values can be reliably inferred. Through this assessment, we concluded 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 required to be included in this Quarterly Report on Form 10-Q. As a result, we partially impaired certain Spectrum Assets related to our Wireless segment, and certain international licenses related to our Broadband and Satellite Services segment, resulting in non-cash impairment charges in “Impairments and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). None of the Spectrum Assets included in the AT&T Transactions and SpaceX Transactions were impaired based on their respective sale price.

Impairment of Long-Lived 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 Condensed 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.

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. 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.


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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 model 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 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, as an asset or asset group. 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 required to be included in this Quarterly Report on Form 10-Q. Management then 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 in “Impairments and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

“Impairments and other” recorded on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the three and nine months ended September 30, 2025 consisted of the following:























For the Three and Nine Months Ended


    
September 30, 2025



Wireless

Broadband and Satellite Services

Total



(In thousands)

Prepaids and other (1)

$
391,431

$
541

$
391,972

Regulatory authorizations


5,359,211


50,306


5,409,517

Property and equipment, net


5,487,286


194,940


5,682,226

Operating lease assets (1)


4,191,133


—


4,191,133

Exit and disposal costs (2)


770,283


36,337


806,620

Impairments and other

$
16,199,344

$
282,124

$
16,481,468

(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 we recorded $ 1.284 billion as an ROU asset and liability on our Condensed Consolidated Balance Sheets as of September 30, 2025, 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 Condensed 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.


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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 Condensed Consolidated Balance Sheets:























One-Time Employee Termination Benefits

Contract Termination Costs

Total



(In thousands)

Balance, July 1, 2025

$
—

$
—

$
—

Costs incurred and charged to expense


14,192


792,428


806,620

Costs paid or settled


( 4,234 )


( 6,489 )


( 10,723 )

Other adjustments (1)


—


48,402


48,402

Accretion


—


4,475


4,475

Balance, September 30, 2025

$
9,958

$
838,816

$
848,774

(1) 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 model, discussed above.

Segments

We currently operate three primary business segments: (1) Pay-TV; (2) Wireless; and (3) Broadband and Satellite Services.

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 September 30, 2025, we had 7.166 million Pay-TV subscribers in the United States, including 5.171 million DISH TV subscribers and 1.995 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 September 30, 2025, we had 7.520 million Wireless subscribers.

We have terminated our deployment of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G VoNR and broadband network (our “5G Network”), after meeting certain interim and final build-out requirements established by the FCC. 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.

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In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business model, as defined below. We are currently operating primarily as a mobile virtual network operator (“MVNO”). Within our MVNO operations, today we depend in part 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. In light of the AT&T Transactions, we are transitioning to a hybrid MNO business model under which we will continue to operate our 5G Network core and utilize AT&T’s network services (“Hybrid MNO”). We are actively migrating customer traffic from our 5G Network to AT&T’s network as we transition to a Hybrid MNO.

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 10 for definitions and further information . Also see above “ Recent Developments ” for further information on the FCC’s recently completed review of our compliance with our obligations regarding our federal spectrum licenses.

We may 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 10 for definitions and further information .

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 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 September 30, 2025, we had 783,000 Broadband subscribers.


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2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. 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, 2024. Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

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 are recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information.

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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation.

Redeemable Noncontrolling Interests

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.


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(Unaudited)



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 condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Capitalized Interest

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.

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.

Capitalized interest totaled $ 211 million and $ 269 million for the three months ended September 30, 2025 and 2024, respectively, and $ 837 million and $ 794 million for the nine months ended September 30, 2025 and 2024, respectively, which reduced “Interest expense, net of amounts capitalized” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of September 30, 2025, substantially all capitalized interest has ceased, except for capitalized interest on our satellites under construction.


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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Fair Value Measurements

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:

● 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.

As of September 30, 2025 and December 31, 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.

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 5 for the fair value of our marketable investment securities and derivative instruments.

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 9 for the fair value of our debt.


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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Assets Recognized Related to the Costs to Obtain a Contract with a Customer

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 Condensed Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $ 202 million and $ 210 million for the three months ended September 30, 2025 and 2024, respectively. Advertising expenses totaled $ 628 million and $ 538 million for the nine months ended September 30, 2025 and 2024, respectively.

Research and Development

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 Condensed 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $ 19 million and $ 20 million for the three months ended September 30, 2025 and 2024, respectively. Research and development costs totaled $ 53 million and $ 74 million for the nine months ended September 30, 2025 and 2024, respectively.

New Accounting Pronouncements

Not Yet Adopted

Income Taxes. On December 14, 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures (“ASU 2023-09”), which will enhance income tax disclosures. ASU 2023-09 requires among other items disaggregated information in a reporting entity’s rate reconciliation table, clarification on uncertain tax positions and the related financial statement impact as well as information on income taxes paid on a disaggregated basis. This standard is effective for fiscal years beginning after December 15, 2024. We will adopt the standard when it becomes effective for us beginning in our fiscal year 2025 annual financial statements, and the adoption of the standard will impact certain of our income tax disclosures.


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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Disaggregation of Income Statement Expenses . On November 5, 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 condensed consolidated financial statements, related disclosures and control environment.

Financial Instruments – Credit Losses. On July 30, 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which allows entities to elect a practical expedient to assume current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets arising from transactions under Topic 606 on revenue from contracts with customers. This standard is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. We plan to adopt the standard in our 2025 annual financial statements, and we expect the adoption of the standard will have an immaterial impact on our allowance for credit losses.

Intangibles – Goodwill and Other – Internal-Use Software. On September 18, 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 condensed consolidated financial statements and related disclosures.

3. Basic and Diluted Net Income (Loss) Per Share

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 Existing DISH Convertible Notes and EchoStar Convertible Notes, as defined in Note 9, (together the “Convertible Notes,”) 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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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.





























For the Three Months Ended 

For the Nine Months Ended 



September 30,

September 30,


    
2025
    
2024
    
2025
    
2024



(In thousands, except per share amounts)

Net income (loss)
 
$
( 12,781,348 )
 
$
( 143,801 )
 
$
( 13,291,473 )
 
$
( 459,634 )

Less: Net income (loss) attributable to noncontrolling interests, net of tax

 
( 152 )

 
( 1,989 )

 
( 1,476 )

 
( 4,855 )

Net income (loss) attributable to EchoStar - Basic
 

( 12,781,196 )
 

( 141,812 )
 

( 13,289,997 )
 

( 454,779 )

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


—


—


—


—

Net income (loss) attributable to EchoStar - Diluted

$
( 12,781,196 )

$
( 141,812 )

$
( 13,289,997 )

$
( 454,779 )















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













Basic (2)

 
288,051

 
271,736

 
287,362

 
271,616

Dilutive impact of Convertible Notes (1)


—


—


—


-

Dilutive impact of stock awards outstanding (1)

 
—

 
—

 
—

 
—

Diluted

 
288,051

 
271,736

 
287,362

 
271,616















Earnings per share - Class A and B common stock:













Basic net income (loss) per share attributable to EchoStar
 
$
( 44.37 )
 
$
( 0.52 )
 
$
( 46.25 )
 
$
( 1.67 )

Diluted net income (loss) per share attributable to EchoStar
 
$
( 44.37 )
 
$
( 0.52 )
 
$
( 46.25 )
 
$
( 1.67 )

(1) For the three and nine months ended September 30, 2025 and 2024, the interest on dilutive Convertible Notes and the dilutive impact of weighted-average shares of Class A common stock were excluded from the computation of “Diluted net income (loss) per share attributable to EchoStar” because the effect would have been anti-dilutive as a result of the net loss attributable to EchoStar in the period. As of September 30, 2025 and 2024, our Convertible Notes may be converted into 59 million shares and 33 million shares, respectively.
(2) On November 12, 2024, we issued and sold 14.265 million shares of our Class A Common Stock to certain PIPE investors .


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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warrants that we issued to certain option counterparties in connection with the Convertible Notes due 2026 are only exercisable at their expiration if the market price per share of our Class A common stock is greater than the strike price of the warrants, which strike prices range between approximately $ 185.75 to $ 245.33 per share, subject to certain adjustments. As a consequence, the following are not included in the diluted EPS calculation.













As of September 30,


    
2025
    
2024

 

(In thousands)

Anti-dilutive stock awards

1,911

7,195

Performance/market based options
    
4,225

4,418

Common stock warrants

16,151

16,151

Total

22,287

27,764



4. Supplemental Data - Statements of Cash Flows

The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases.

















For the Nine Months Ended 



September 30,


    
2025
    
2024



(In thousands)

Cash paid for interest (including capitalized interest)
    
$
1,229,524

$
895,504

Interest paid in kind on long-term debt (1)


125,559


—

Cash paid for income taxes, net of (refunds)


27,954


( 17,679 )

Total capitalized interest (2)


837,140


793,532

Employee benefits paid in Class A common stock


16,834


—

Accrued capital expenditures


123,486


114,413

Remeasured right of use asset and liability (3)


1,283,916


—

Asset retirement obligation (4)


85,681


14,010

(1) See Note 9 for further information.
(2) See Note 2 for further information.
(3) See Note 8 for further information.
(4) See Note 7 for further information.





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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


5. Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments

Our marketable investment securities, restricted cash and cash equivalents, and other investments consisted of the following:

















As of



September 30,

December 31,


    
2025
    
2024



(In thousands)

Marketable investment securities:







Current marketable investment securities:







Strategic - available-for-sale

$
51

$
51

Strategic - trading/equity


52,472


26,454

Other


1,430,305


1,215,531

Total current marketable investment securities


1,482,828


1,242,036

Restricted marketable investment securities (1)


65,840


32,114

Total marketable investment securities


1,548,668


1,274,150









Restricted cash and cash equivalents (1)


278,087


288,411









Other investments, net:







Equity method investments


83,357


83,423

Other investments


109,915


118,904

Total other investments, net


193,272


202,327









Total marketable investment securities, restricted cash and cash equivalents, and other investments, net

$
2,020,027

$
1,764,888

(1) Restricted marketable investment securities and restricted cash and cash equivalents are included in “Current restricted cash, cash equivalents and marketable investment securities” and “Restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets and discussed below.

Marketable Investment Securities

Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Condensed 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 Condensed Consolidated Balance Sheets. The corresponding 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 for further information.


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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Current Marketable Investment Securities – Strategic

Our current strategic marketable investment securities portfolio includes and may include strategic and financial debt and/or equity investments in private and public companies that are highly speculative and have experienced and continue to experience volatility. As of September 30, 2025, this portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers. The fair value of certain of the debt and equity securities in this portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.

Current Marketable Investment Securities – Other

Our current other marketable investment securities portfolio includes investments in various debt instruments including, among others, commercial paper, corporate securities and United States treasury and/or agency securities. Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to 365 days . Corporate securities consist of debt instruments issued by corporations with various maturities normally less than 18 months . U.S. Treasury and agency securities consist of debt instruments issued by the federal government and other government agencies.

Restricted Cash, Cash Equivalents and Marketable Investment Securities

As of September 30, 2025 and December 31, 2024, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit, surety bonds and trusts.

Current restricted cash, cash equivalents and marketable investment securities . As of September 30, 2025 and December 31, 2024, we had $ 170 million and $ 151 million, respectively, included in “Current restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets that primarily consists of amounts required as collateral for our letters of credit and funds received by our subsidiary, DISH DBS Issuer LLC (“DBS SubscriberCo”), from subscriber payments and certain other revenue, which are required to be restricted per the terms of the debt issued by DBS SubscriberCo. DBS SubscriberCo holds certain DISH TV subscribers and their related subscription and equipment agreements which collateralizes certain debt obligations .

Other Investments, net

We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investments, net” on our Condensed Consolidated Balance Sheets. Our debt securities are classified as available-for-sale and are recorded at fair value. Generally, our debt investments in non-publicly traded debt instruments without a readily determinable fair value are recorded at amortized cost. Our equity investments where we have the ability to exercise significant influence over the investee are accounted for using the equity method of accounting. Certain of our equity method investments are detailed below.

NagraStar L.L.C. We own a 50 % interest in NagraStar L.L.C. (“NagraStar”), a joint venture that is our primary provider of encryption and related security systems intended to assure that only authorized customers have access to our programming. The three main technologies NagraStar provides to its customers are microchips, set-top box software and uplink computer systems. NagraStar also provides end-to-end platform security testing services.


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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Invidi Technologies Corporation . We own a 35 % interest in Invidi Technologies Corporation (“Invidi”), an entity that provides proprietary software for the addressable advertising market. Invidi contracts with multichannel video programming distributers to include its software in their respective set-top boxes and DVRs in order to deliver targeted advertisements based on a variety of demographic attributes selected by the advertisers. Invidi has also developed a cloud-based solution for internet protocol-based platforms.

TerreStar Solutions, Inc. We own a 33 % interest in TerreStar Solutions, Inc. (“TSI”), an entity that provides wireless mobile communication coverage in Canada using a satellite user terminal. TSI’s wireless communications system is based on a satellite and ground-based technology, which provides communication services in hard-to-reach areas and provides a nationwide interoperable, survivable and critical communications infrastructure. TSI also holds and leases certain 2 GHz wireless spectrum licenses in Canada.

Deluxe/EchoStar LLC. We own 50 % of Deluxe/EchoStar LLC (“Deluxe”), a joint venture that we entered into in 2010 to build an advanced digital cinema satellite distribution network targeting delivery to digitally equipped theaters in the U.S. and Canada.

Broadband Connectivity Solutions (Restricted) Limited . We own 20 % of Broadband Connectivity Solutions (Restricted) Limited (together with its subsidiaries, “BCS”), a joint venture that we entered into in 2018 to provide commercial Ka-band satellite broadband services across Africa, the Middle East and southwest Asia operating over Yahsat’s Al Yah 2 and Al Yah 3 Ka-band satellites. The Al Yah 3 Ka-band satellite is no longer in service.

We also hold investments that are not accounted for using the equity method of accounting, which are measured at fair value. Investments in equity securities without readily determinable fair values are accounted for at cost, less impairment, and adjusted for observable price changes for identical or similar investments of the same issuer.

Our ability to realize value from our strategic investments in securities that are not publicly traded depends on, among other things, the success of the issuers’ businesses and their ability to obtain sufficient capital, on acceptable terms or at all, and to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain fair value for them.


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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


Fair Value Measurements

Our investments measured at fair value on a recurring basis were as follows:





















































As of



September 30, 2025

December 31, 2024


    
Level 1
    
Level 2
    
Level 3
    
Total  
    
Level 1
    
Level 2
    
Level 3
    
Total  



(In thousands)

Cash and cash equivalents (including restricted):

























Cash

$
530,208

$
—

$
—

$
530,208

$
594,654

$
—

$
—

$
594,654

Cash equivalents


243,819


1,935,802


—


2,179,621


255,118


3,744,032


—


3,999,150

Total

$
774,027

$
1,935,802

$
—

$
2,709,829

$
849,772

$
3,744,032

$
—

$
4,593,804



























Debt securities (including restricted):

























U.S. Treasury and agency securities

$
—

$
—

$
—

$
—

$
8,163

$
—

$
—

$
8,163

Commercial paper


—


503,343


—


503,343


—


596,568


—


596,568

Corporate securities


—


976,181


—


976,181


—


629,115


—


629,115

Other


—


16,621


51


16,672


—


13,799


51


13,850

Equity securities


52,472


—


—


52,472


26,454


—


—


26,454

Total

$
52,472

$
1,496,145

$
51

$
1,548,668

$
34,617

$
1,239,482

$
51

$
1,274,150


As of September 30, 2025, restricted and non-restricted marketable investment securities included debt securities of $ 761 million with contractual maturities within one year and $ 735 million with contractual maturities extending longer than one year through and including five years. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

Gains and Losses on Sales and Changes in Carrying Amounts of Investments and Other

“Other, net” within “Other Income (Expense)” included on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:





























For the Three Months Ended 

For the Nine Months Ended 



September 30,

September 30,

Other, net:
    
2025
    
2024
    
2025
    
2024

 

(In thousands)

Realized and unrealized gains (losses) and impairments on investments and other

$
1,494

$
7,383

$
17,419

$
( 41,929 )

Gains (losses) related to early redemption of debt


—


—


11,465


—

Foreign currency transaction gains (losses)


4,085


847


9,763


( 2,482 )

Equity in earnings (losses) of affiliates


726


( 5,276 )


4,909


( 74,459 )

Asset sales and other gains (losses) (1)


22,033


50,418


59,474


50,418

Other


615


( 1,265 )


2,450


2,951

Total

$
28,953

$
52,107

$
105,480

$
( 65,501 )

(1) Asset sales and other assets gains (losses) includes, among other things, gains and (losses) related to the Omega Transaction and sale of the Fiber business during 2025 and the Liberty Puerto Rico asset sale during 2024.



24

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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



6. Inventory

Inventory consisted of the following:

















As of



September 30,

December 31,


    
2025
    
2024



(In thousands)

Finished goods

$
302,382

$
353,401

Work-in-process and service repairs


68,935


58,028

Consignment


6,913


10,110

Raw materials


37,838


33,658

Total inventory

$
416,068

$
455,197

7.
8.

7. Property and Equipment and Intangible Assets

Property and Equipment

Property and equipment consisted of the following:

























Depreciable

As of



Life

September 30,

December 31,


    
(In Years)
    
2025
    
2024







(In thousands)

Equipment leased to customers

2
-
5

$
1,699,486

$
1,784,801

Satellites (1)

5
-
15


3,435,260


3,872,664

Satellites acquired under finance lease agreements


15



358,754


344,972

Furniture, fixtures, equipment and other

1
-
20


1,602,421


1,686,992

5G Network equipment/Hybrid MNO (1)(2)

3
-
15


89,633


5,382,706

Software and computer equipment (1)

1
-
8


1,625,774


2,216,007

Buildings and improvements

1
-
40


515,635


513,419

Land


-



42,985


42,842

Construction in progress (1)


-



484,256


1,570,275

Total property and equipment






9,854,204


17,414,678

Accumulated depreciation






( 6,769,411 )


( 8,227,546 )

Property and equipment, net (3)





$
3,084,793

$
9,187,132

(1) This change primarily resulted from the non-cash impairment of long-lived assets. See Note 1 for further information.
(2) Historically, includes 5G Network assets acquired under finance lease agreements.
(3) As of September 30, 2025 and December 31, 2024, there were no refunds and other receipts of purchases of property and equipment.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Depreciation and amortization expense consisted of the following:





























For the Three Months Ended 

For the Nine Months Ended 



September 30,

September 30,


    
2025
    
2024
    
2025
    
2024



(In thousands)

Equipment leased to customers

$
56,221

$
83,778

$
177,243

$
214,723

Satellites


55,829


74,464


186,092


225,365

Buildings, furniture, fixtures, equipment and other


24,106


20,685


85,377


96,105

5G Network equipment/Hybrid MNO


159,115


187,281


584,029


533,575

Software and computer equipment


82,517


94,193


298,677


278,746

Intangible assets and other amortization expense


13,503


17,033


41,261


121,845

Total depreciation and amortization

$
391,291

$
477,434

$
1,372,679

$
1,470,359


Cost of sales and operating expense categories included in our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation and amortization expense related to satellites, equipment leased to customers, or our 5G Network equipment and software, and amortization of development costs of externally marketed software.

Activity relating to our asset retirement obligations, included in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets, was as follows:





























For the Three Months Ended 

For the Nine Months Ended 



September 30,

September 30,



2025
    
2024

2025

2024



(In thousands)

Balance, beginning of period

$
347,720

$
300,475

$
327,031

$
278,287

Liabilities incurred


337


5,051


5,222


14,010

Accretion expense


9,115


7,114


24,919


20,343

Remeasurement of estimate


80,459


—


80,459


—

Balance, end of period

$
437,631

$
312,640

$
437,631

$
312,640


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.

The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were impaired as of September 30, 2025, resulting in a net book value of zero and $ 216 million as of September 30, 2025 and December 31, 2024, respectively. See Note 1 for further information.





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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Satellites Pay-TV Segment

Our Pay-TV segment currently utilizes eight satellites in geosynchronous orbit approximately 22,300 miles above the equator, seven of which we own and depreciate over their estimated useful life. We also lease one satellite from a third party, Nimiq 5, which is accounted for as an operating lease.

As of September 30, 2025, our Pay-TV segment satellite fleet consisted of the following:



















Degree

Lease



Launch

Orbital

Termination 

Satellites
    
Date
    
Location
    
Date

Owned:







EchoStar X

February 2006

110

N/A

EchoStar XI

July 2008

110

N/A

EchoStar XIV

March 2010

119

N/A

EchoStar XV

July 2010

119

N/A

EchoStar XVI

November 2012

61.5

N/A

EchoStar XVIII

June 2016

61.5

N/A

EchoStar XXIII

March 2017

110

N/A









Under Construction:







EchoStar XXV

2026

110

N/A

EchoStar XXVI

2028

119

N/A









Leased from Other Third-Party:







Nimiq 5

September 2009

72.7

October 2029


As of April 2025, we no longer lease the Anik F3 satellite.

Satellites Under Construction

EchoStar XXV. On March 20, 2023, we entered into a contract with Lanteris Space LLC for the construction of EchoStar XXV, a DBS satellite that is capable of providing service to the continental United States (“CONUS”) and is intended to be used at the 110 degree orbital location. During the fourth quarter of 2023, we entered into an agreement with SpaceX for launch services for this satellite, which is expected to be launched during 2026.

EchoStar XXVI. On May 15, 2025, we entered into a contract with Lanteris Space LLC for the construction of EchoStar XXVI, a DBS satellite that is capable of providing service to the CONUS and is intended to be used at the 119 degree orbital location. During the third quarter of 2025, we entered into an agreement with SpaceX for launch services for this satellite, which is expected to be launched during 2028.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Satellites - Broadband and Satellite Services Segment

Our Broadband and Satellite Services segment currently utilizes seven satellites in geosynchronous orbit approximately 22,300 miles above the equator, four of which we own and depreciate over their estimated useful life. We also lease three satellites from third parties, which are accounted for as finance leases and are depreciated over their economic life.

As of September 30, 2025, our Broadband and Satellite Services segment satellite fleet consisted of the following:



















Degree

Lease



Launch

Orbital

Termination 

Satellites
    
Date
    
Location
    
Date

Owned:







EchoStar XVII

July 2012

107

N/A

EchoStar XIX

December 2016

97.1

N/A

EchoStar XXI (1)

June 2017

10.25

N/A

EchoStar XXIV

July 2023

95.2

N/A









Leased from Other Third-Party:







Eutelsat 65 West A

March 2016

65

July 2031

Telesat T19V

July 2018

63

August 2033

EchoStar 105/SES-11

October 2017

105

November 2030


(1) As of September 30, 2025, we impaired the EchoStar XXI satellite and wrote down the carrying value of the satellite to the estimated fair value of zero. See Note 1 for further information.

As of June 2025, all commercial traffic on the Al Yah 3 satellite had been transferred to other satellites in our fleet and the Al Yah 3 satellite is no longer operational and is no longer in service.

In addition, all commercial traffic on the EchoStar IX satellite has been transferred to other satellites in our fleet and the EchoStar IX satellite is no longer in service. During the second quarter of 2025, we began the disposal process for the EchoStar IX satellite and the disposal process was completed in the third quarter of 2025.


8. Leases

Lessee Accounting

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 13 years , with a weighted average remaining lease term of 1.1 to 9.7 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.

Our Eutelsat 65 West A, Telesat T19V and EchoStar 105/SES-11 satellites are accounted for as finance leases within our Broadband and Satellite Services segment. Through the third quarter of 2024, our Nimiq 5 satellite was accounted for as finance lease within our Pay-TV segment. However, during October 2024, we extended the Nimiq 5 lease and as a result it is currently accounted for as an operating lease. In addition, through the first quarter of 2025, our Anik F3 satellite was accounted for as an operating lease within our Pay-

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


TV segment and as of April 2025 we no longer lease this satellite. Substantially all of our remaining leases are accounted for as operating leases.


The components of lease expense were as follows:





























For the Three Months Ended 

For the Nine Months Ended 



September 30,

September 30,


    
2025
    
2024
    
2025
    
2024



(In thousands)

Operating lease cost

$
159,215

$
156,172

$
493,077

$
478,662















Short-term lease cost (1)


2,119


1,183


10,460


3,234















Finance lease cost:













Amortization of right-of-use assets


10,973


25,561


37,442


58,239

Interest on lease liabilities


1,184


1,980


4,028


7,169

Total finance lease cost


12,157


27,541


41,470


65,408

Total lease costs

$
173,491

$
184,896

$
545,007

$
547,304

(1) Leases that have terms of 12 months or less.

Supplemental cash flow information related to leases was as follows:

















For the Nine Months Ended 



September 30,


    
2025
    
2024



(In thousands)

Cash paid for amounts included in the measurement of lease liabilities:







Operating cash flows from operating leases

$
453,102

$
368,793

Operating cash flows from finance leases

$
3,483

$
7,363

Financing cash flows from finance leases

$
18,488

$
49,648









Right-of-use assets obtained in exchange for lease obligations:







Operating leases

$
154,540

$
406,101

Finance leases

$
—

$
—









Remeasured right of use asset and liability

$
1,283,916

$
—




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Supplemental balance sheet information related to leases was as follows:

















As of



September 30,

December 31,


    
2025
    
2024



(In thousands)

Operating Leases:







Operating lease assets (1)

$
291,846

$
3,260,768









Other current liabilities (1)

$
747,178

$
528,542

Operating lease liabilities (1)


4,266,240


3,211,407

Total operating lease liabilities (1)

$
5,013,418

$
3,739,949









Finance Leases:







Property and equipment, gross

$
364,779

$
466,074

Accumulated depreciation


( 191,737 )


( 235,001 )

Property and equipment, net

$
173,042

$
231,073









Other current liabilities

$
33,894

$
30,381

Other long-term liabilities


14,817


36,818

Total finance lease liabilities

$
48,711

$
67,199









Weighted Average Remaining Lease Term:







Operating leases


9.7 years


9.7 years

Finance leases


1.1 years


1.7 years









Weighted Average Discount Rate:







Operating leases


9.9 %


10.2 %

Finance leases


9.7 %


9.3 %

(1) 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 model, resulting in a significant adverse change in the intended use of such assets. These developments were considered triggering events and 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 we recorded $ 1.284 billion as an ROU asset and liability on our Consolidated Balance Sheets as of September 30, 2025, and the ROU assets associated with such remeasured leases were impaired in the same period and we recorded $ 4.191 billion in "Impairments and other" on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in the same period. As a result, a one-time charge for variable lease payment expense resulting from this remeasurement event related to our 5G Network was recorded in "Impairments and other" on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 for further information.



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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


Maturities of lease liabilities as of September 30, 2025 were as follows:























Maturities of Lease Liabilities



Operating

Finance




For the Years Ending December 31,
    
Leases
    
Leases
    
Total



(In thousands)

2025 (remaining three months)

$
196,802

$
13,425

$
210,227

2026


820,131


36,588


856,719

2027


819,578


2,574


822,152

2028


758,849


—


758,849

2029


723,097


—


723,097

Thereafter


4,589,921


—


4,589,921

Total lease payments


7,908,378


52,587


7,960,965

Less: Imputed interest


( 2,894,960 )


( 3,876 )


( 2,898,836 )

Total


5,013,418


48,711


5,062,129

Less: Current portion


( 747,178 )


( 33,894 )


( 781,072 )

Long-term portion of lease obligations

$
4,266,240

$
14,817

$
4,281,057


Lessor Accounting

We lease satellite capacity, communications equipment and real estate to certain of our customers.

The following table presents our lease revenue by type of lease:





























For the Three Months Ended 

For the Nine Months Ended 



September 30,

September 30,


    
2025
    
2024
    
2025
    
2024



(In thousands)

Lease revenue:













Sales-type lease revenue

$
1,152

$
2,984

$
5,136

$
5,607

Operating lease revenue


7,254


2,732


11,669


12,216

Total lease revenue

$
8,406

$
5,716

$
16,805

$
17,823


Substantially all of our net investment in sales-type leases consisted of lease receivables totaling $ 21 million and $ 26 million as of September 30, 2025 and December 31, 2024, respectively.

The following table presents future operating lease payments to be received as of September 30, 2025:









For the Years Ending December 31,
    
Total



(In thousands)

2025 (remaining three months)

$
4,078

2026


10,074

2027


6,450

2028


4,152

2029


3,303

Thereafter


1,997

Total lease payments to be received

$
30,054

9. 



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


9. Debt and Finance Lease Obligations

Fair Value of our Debt

The following table summarizes the carrying amount and fair value of our debt facilities as of September 30, 2025 and December 31, 2024:
































As of




September 30, 2025

December 31, 2024


Issuer
    
Carrying
Amount
    
Fair Value
    
Carrying
Amount
    
Fair Value




(In thousands)

0 % Convertible Notes due 2025
DISH

$
138,403

$
136,766

$
138,403

$
124,916

Term Loan due 2025 (1)
DBS SubscriberCo


—


—


500,000


500,000

7 3/4% Senior Notes due 2026 (2)
DDBS


2,000,000


1,985,900


2,000,000


1,678,640

5 1/4% Senior Secured Notes due 2026 (2)(3)
HSSC


627,283


615,979


750,000


686,475

6 5/8% Senior Notes due 2026 (2)
HSSC


750,000


715,380


750,000


595,725

3 3/8% Convertible Notes due 2026 (2)
DISH


45,209


43,708


45,209


38,495

5 1/4% Senior Secured Notes due 2026
DDBS


2,750,000


2,702,315


2,750,000


2,507,780

11 3/4% Senior Secured Notes due 2027
DISH


3,500,000


3,653,755


3,500,000


3,708,460

7 3/8% Senior Notes due 2028
DDBS


1,000,000


922,180


1,000,000


715,680

5 3/4% Senior Secured Notes due 2028
DDBS


2,500,000


2,399,625


2,500,000


2,143,350

5 1/8% Senior Notes due 2029
DDBS


1,500,000


1,287,825


1,500,000


959,610

Term Loan due 2029 (4)
DBS SubscriberCo


1,800,000


1,770,922


1,800,000


1,800,000

Mandatorily Redeemable Preferred Shares due 2029 (4)(5)
DBS SubscriberCo


200,000


196,211


200,000


200,000

10 3/4% Senior Secured Notes due 2029 (6)
SATS


5,506,000


6,063,813


5,356,000


5,763,110

3 7/8% Convertible Secured Notes due 2030 (7)(8)
SATS


1,946,856


4,775,424


1,906,229


2,029,715

6 3/4% Senior Secured Notes due 2030 (9)
SATS


2,372,670


2,448,548


2,287,738


2,070,952

Other notes payable



76,794


76,794


108,072


108,072

Subtotal



26,713,215

$
29,795,145


27,091,651

$
25,630,980

Unamortized deferred financing costs and other debt discounts, net



( 451,056 )





( 555,533 )




Finance lease obligations (10)



48,711





67,199




Total



26,310,870





26,603,317




Less: current portion (4)



( 4,519,619 )





( 943,029 )




Total debt, finance lease and other obligations, net of current portion


$
21,791,251




$
25,660,288




(1) We redeemed the principal balance of our Term Loan due 2025 as of September 30, 2025, the instrument’s maturity date .
(2) These notes have been reclassified to “Current portion of debt, finance lease and other obligations” on our Condensed Consolidated Balance Sheets as of September 30, 2025.
(3) During the nine months ended September 30, 2025, we repurchased approximately $ 123 million of our 5   1/4% Senior Secured Notes due 2026 in open market trades. The remaining balance of approximately $ 627 million matures on August 1, 2026 .
(4) A portion of the principal balance of these instruments is classified as “Current portion of debt, finance lease and other obligations” due to payment terms upon which we will pay a portion of principal balance based on the variable cash flows for certain Pay-TV business metrics which are an estimate and could change significantly based on actual performance.
(5) Due to the June 30, 2029 mandatory redemption feature of this instrument, it is considered a debt instrument.
(6) On May 8, 2025, we issued an additional $ 150 million aggregate principal amount of our 10 3/4% Senior Secured Notes due November 30, 2029 .
(7) Beginning on  October 1, 2025 , and ending at the close of business on  December 31, 2025, o ur 3 7/8 % Convertible Secured Notes due 2030 are convertible, at the option of the holders. These notes are convertible, at our election, into cash, approximately 58 million shares of our Class A common stock or a combination thereof. See the description of our 3 7/8 % Convertible Secured Notes due 2030 below for further information.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


(8) During the nine months ended September 30, 2025, we elected to make our semi-annual interest payment of approximately $ 41 million in kind.
(9) During the nine months ended September 30, 2025, we elected to make our semi-annual interest payment of approximately $ 85 million in kind.
(10) Disclosure regarding fair value of finance leases is not required.

We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2). We estimated the fair value of our non-publicly traded debt based on, among other things, available trade information and/or valuations performed by a third-party (Level 3).

Senior Notes and Convertible Notes

The below summaries are not complete and are qualified in entirety by reference to the full and complete text of the applicable indentures.

EchoStar Senior Secured Notes and Convertible Secured Notes

The EchoStar Senior Secured Notes and Convertible Secured Notes are:

● senior unsecured obligations of EchoStar and guaranteed by the Spectrum Assets Guarantors (as defined below) and the Equity Pledge Guarantors (as defined below) on a senior secured basis;
● secured equally and ratably with certain other secured indebtedness on a first-priority basis, subject to permitted liens, certain exceptions and the first lien intercreditor agreement, by: (i) a lien on all licenses, authorizations and permits issued from time to time by the FCC for use of the AWS-3 Spectrum and for the use of the AWS-4 Spectrum (the “Spectrum Assets”) held by certain of our subsidiaries that hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”); (ii) the proceeds of any Spectrum Assets sale; (iii) other wireless licenses (valued by third-party) of similar value which can be substituted for the Spectrum Assets; and (iv) a lien on the equity interests held by an entity that directly owns any equity interests in any Spectrum Assets Guarantor (each, a “Equity Pledge Guarantor”);
● ranked equally in right of payment, without giving effect to collateral arrangements, with all of our and the Spectrum Assets Guarantors’ or Equity Pledge Guarantors’ existing and future senior indebtedness;
● ranked senior in right of payment to any of our and the Spectrum Assets Guarantors or Equity Pledge Guarantors’ subordinated existing and future indebtedness and effectively senior to any of the Spectrum Assets Guarantors or Equity Pledge Guarantors unsecured indebtedness and indebtedness secured by junior liens on the collateral to the extent of the value of the collateral and effectively junior to all the existing and future obligations of any of our subsidiaries that are not Spectrum Assets Guarantors or Equity Pledge Guarantors.

The indentures related to our EchoStar Senior Secured Notes and Convertible Secured Notes contain restrictive covenants that, among other things, impose limitations on the ability of EchoStar and the Spectrum Assets Guarantors and the Equity Pledge Guarantors to:

● incur or guarantee additional debt;
● make certain investments and other restricted payments;
● create liens;
● enter into transactions with affiliates;
● merge or consolidate with another company;
● transfer or sell assets;
● allow to exist certain restrictions on paying dividends or other payments; and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


● engage in new activities (applicable to guarantors).

Pursuant to the related indenture, we were required to appoint independent appraisers to determine the aggregate Appraised Value (as defined in the related indenture) of the Spectrum Assets within 60 days following the issue date of the EchoStar Senior Secured Notes and Convertible Secured Notes. Based on the independent appraisals and in accordance with the definition of “Appraised Value” in the related indenture, the Initial Appraisal (as defined in the related indenture) was determined to be $ 33.1 billion, with a LTV Ratio (as defined in the related indenture) of approximately 0.3 to 1.00 .

We will also be required to obtain a forfeiture appraisal of the Spectrum Assets (the “Spectrum Assets Forfeiture Appraisal”) within 60 days of the forfeiture date if wireless spectrum licenses that form part of the Spectrum Assets accounting for more than 10 % of the aggregate MHz-POPs of all such licenses constituting the Spectrum Assets are forfeited to the FCC as a result of our failure to meet its build-out milestones with respect to such forfeited licenses.

If the loan-to-value ratio with respect to the Spectrum Assets as of the date of the Spectrum Assets Forfeiture Appraisal is greater than 0.375 to 1.00, then within 60  days following the date of the delivery of the Spectrum Assets Forfeiture Appraisal, we will be required to add additional Spectrum Assets Guarantors and/or pledge (or cause to be pledged) cash or additional wireless spectrum licenses as Spectrum Assets to comply with the required loan-to-value ratio of 0.375 to 1.00.

10 3/4% Senior Secured Notes due 2029

On November 12, 2024 and on May 8, 2025, we issued $ 5.356 billion and $ 150 million, respectively, aggregate principal amount of our 10 3/4% Senior Secured Notes due November 30, 2029. Interest accrues at an annual rate of 10 3/4% and is payable semi-annually in cash, in arrears on May 30 and November 30 of each year, which commenced on May 30, 2025. We elected not to make the approximately $ 326 million cash interest payment due on May 30, 2025 (the “ 10 3/4% Interest Payment”). Under the related indenture, such non-payment is a default and we had a 30 -day grace period to make the 10 3/4% Interest Payment before such non-payment would have been an Event of Default , as defined in the related indenture . On June 27, 2025, we made the scheduled 10 3/4% Interest Payment originally due May 30, 2025, including interest on the defaulted interest, within the applicable 30 -day grace period to make such interest payment .

3 7/8% Convertible Secured Notes due 2030

On November 12, 2024, we issued $ 1.906 billion aggregate principal amount of our 3 7/8% Convertible Secured Notes due November 30, 2030 (“Convertible Notes due 2030”). Interest accrues at an annual rate of 3 7/8% and is payable semi-annually in arrears on May 30 and November 30 of each year, commencing on May 30, 2025. Interest payments are, at our option, payable in cash or in kind for the first four interest payment periods; provided that no payment in kind interest may be paid for any interest period if the payment of interest on the 6 3/4% Senior Secured Notes due 2030 or certain other indebtedness during such period is made in cash. Interest payments from and including the fifth interest payment period (which will be payable on May 30, 2027) and thereafter must be paid in cash.

We may not redeem the Convertible Notes due 2030 prior to November 30, 2027. The Convertible Notes due 2030 are redeemable, in whole or in part, at any time on or after November 30, 2027 at the redemption prices and subject to the conversion rights and other conditions specified in the related indenture.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)