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

​
Cost of services . “Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA and NSA), costs of broadband services, maintenance and other contracted services, and costs associated with satellite and transponder leases and services. Beginning on January 1, 2024, “Cost of services” includes certain direct costs related to our 5G Network deployment, including lease expense on communication towers, transport, cloud services and other costs as a significant portion of our 5G Network was placed into service.
​
Cost of sales - equipment and other. “Cost of sales – equipment and other” principally includes the cost of wireless devices and other related items, the cost of broadband equipment and networks, as well as costs related to the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized. In addition, prior to January 1, 2024, “Cost of sales – equipment and other” included certain direct costs related to our 5G Network deployment, including lease expense on communication towers, transport, cloud services and other costs, which is now included in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
​
Selling, general and administrative expenses . “Selling, general and administrative expenses” consists primarily of direct sales costs, advertising and selling costs, third-party commissions related to the acquisition of subscribers and employee-related costs associated with administrative services such as legal, information systems, and accounting and finance. In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers and the cost of subsidized sales of Pay-TV equipment for new subscribers.
​
Impairments and other . “Impairments and other” may include, among other things, non-cash impairment and other losses related to our prepaids, inventory, property and equipment, regulatory authorizations, operating lease assets, goodwill and other intangible assets, as well as estimated exit and disposal costs.
​
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” primarily includes interest expense associated with our long-term debt (net of capitalized interest), prepayment premiums, amortization of debt discounts and debt issuance costs associated with our long-term debt, and interest expense associated with our finance lease obligations.
​
Other, net. The main components of “Other, net” are gains and losses realized on the sale and/or conversion of marketable and non-marketable investment securities and derivative instruments, impairment of marketable and non-marketable investment securities, unrealized gains and losses from changes in fair value of certain marketable and non-marketable investment securities and derivative instruments, the sale of businesses or business assets gains and losses, foreign currency transaction gains and losses, debt extinguishment gains and losses, and equity in earnings and losses of our affiliates.
​
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.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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DISH TV subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our DISH TV subscriber count. We also provide DISH TV services to hotels, motels and other commercial accounts. For certain of these commercial accounts, we divide our total revenue for these commercial accounts by $34.99, and include the resulting number, which is substantially smaller than the actual number of commercial units served, in our DISH TV subscriber count.
​
SLING TV subscribers. We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. For customers who subscribe to multiple SLING TV packages, each customer is only counted as one SLING TV subscriber. Prior to August 2025, SLING TV customers receiving SLING TV Freestream service, non-recurring video services, or service for no charge, under certain new subscriber promotions, were excluded from our SLING TV subscriber count. Beginning in August 2025, for certain SLING TV Freestream, Day Pass, Weekend Pass and Week Pass subscribers, and other non-recurring video service accounts where we receive non-recurring user and ad insertion revenue (“SLING TV Flexible Offerings”), we divide our total SLING TV Flexible Offerings revenue related to these services by the price of our lowest tier programming package under which a new subscriber can activate, and include the resulting number, which is substantially smaller than the actual number of SLING TV customers receiving SLING TV Flexible Offerings, in the SLING TV subscriber count.  The impact of this change was an increase to our third quarter of 2025 subscriber count of approximately 51,000 subscribers, representing the opening impact of the new calculation to our existing SLING TV subscriber base. All new SLING TV Flexible Offerings subscriber activations after this adjustment are included in net SLING TV subscriber additions for the period, based on the calculation above.
​
Pay-TV subscribers. Our Pay-TV subscriber count includes all DISH TV and SLING TV subscribers discussed above. For customers who subscribe to both our DISH TV services and our SLING TV services, each subscription is counted as a separate Pay-TV subscriber.
​
Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate Pay-TV average monthly revenue per Pay-TV subscriber, or Pay-TV ARPU, by dividing average monthly Pay-TV segment “Service revenue,” excluding revenue from broadband services, for the period by our average number of Pay-TV subscribers for the period. The average number of Pay-TV subscribers is calculated for the period by adding the average number of Pay-TV subscribers for each month and dividing by the number of months in the period. The average number of Pay-TV subscribers for each month is calculated by adding the beginning and ending Pay-TV subscribers for the month and dividing by two. SLING TV subscribers on average purchase lower priced programming services than DISH TV subscribers, and therefore, as SLING TV subscribers increase as a percentage of total Pay-TV subscribers, it has had a negative impact on Pay-TV ARPU.
​
DISH TV average monthly subscriber churn rate (“DISH TV churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our DISH TV churn rate for any period by dividing the number of DISH TV subscribers who terminated service during the period by the average number of DISH TV subscribers for the same period, and further dividing by the number of months in the period. The average number of DISH TV subscribers is calculated for the period by adding the average number of DISH TV subscribers for each month and dividing by the number of months in the period. The average number of DISH TV subscribers for each month is calculated by adding the beginning and ending DISH TV subscribers for the month and dividing by two.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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DISH TV SAC. Subscriber acquisition cost measures are commonly used by those evaluating traditional companies in the pay-TV industry. We are not aware of any uniform standards for calculating the “average subscriber acquisition costs per new DISH TV subscriber activation,” or DISH TV SAC, and we believe presentations of pay-TV SAC may not be calculated consistently by different companies in the same or similar businesses. Our DISH TV SAC is calculated using all costs of acquiring DISH TV subscribers (e.g., subsidized equipment, advertising, installation, commissions and direct sales, etc.) which are included in “Selling, general and administrative expenses,” plus capitalized payments made under certain sales incentive programs and the value of equipment capitalized under our lease program for new DISH TV subscribers, divided by gross new DISH TV subscriber activations. We include all new DISH TV subscribers in our calculation, including DISH TV subscribers added with little or no subscriber acquisition costs.
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Wireless subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our Wireless subscriber count. Our Wireless subscriber count includes all Government subsidized subscribers discussed below. Our gross new Wireless subscriber activations exclude all Government subsidized subscribers as we record these subscribers net of disconnects, as discussed below.
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Government subsidized wireless subscribers and other wireless subscribers (“Government subsidized subscribers”). Our Government subsidized subscribers have different subscriber economics than our core Wireless subscribers, including a significantly higher churn rate and lower subscriber acquisition costs. Therefore, our Government subsidized subscriber additions are recorded net of disconnects. Our Government subsidized subscriber count includes Wireless subscribers that participate or participated in government subsidized programs, including the ACP program and Lifeline program, defined below, and other subscribers acquired under the Gen Mobile brand. The Affordable Connectivity Program (“ACP”) was a federal program offering broadband services and devices discounts to help low-income individuals that meet certain eligibility criteria. The ACP program funding concluded on June 1, 2024. The Lifeline Program is a federal program offering broadband services discounts to help low-income individuals that meet certain eligibility criteria. Certain states also offer a separate Lifeline program.
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Wireless average monthly revenue per subscriber (“Wireless ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate average monthly revenue per Wireless subscriber, or Wireless ARPU, by dividing average monthly Wireless subscriber revenue included in “Service revenue” for the period by our average number of Wireless subscribers for the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two.
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Wireless average monthly subscriber churn rate (“Wireless churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our “Wireless churn rate” for any period by dividing the number of Wireless subscribers who terminated service during the period by the average number of Wireless subscribers for the same period, and further dividing by the number of months in the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the  month and dividing by two. Government subsidized subscriber additions are recorded net of disconnects and therefore excluded from our calculation of our Wireless churn rate.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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Broadband subscribers. Subscribers include customers that subscribe to our HughesNet service, through retail, wholesale and small/medium enterprise service channels. Our Broadband subscriber count also includes ACP subscribers, as defined above.
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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.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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RESULTS OF OPERATIONS – Segments
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Business Segments
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We currently operate three primary business segments: (1) Pay-TV; (2) Wireless; and (3) Broadband and Satellite Services.
​
Revenue and operating income (loss) by segment are shown in the table below:
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Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Three Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

​
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV
​
$
2,341,183
​
$
2,618,031
​
$
(276,848)
​
(10.6)

Wireless
​
​
938,946
​
​
898,396
​
​
40,550
​
4.5

Broadband and Satellite Services
​
​
345,820
​
​
386,709
​
​
(40,889)
​
(10.6)

Eliminations
​
​
(11,691)
​
​
(12,152)
​
​
461
​
3.8

Total revenue
​
$
3,614,258
​
$
3,890,984
​
$
(276,726)
​
(7.1)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss):
​
​
​
​
​
​
​
​
​
​
​

Pay-TV
​
$
549,388
​
$
588,501
​
$
(39,113)
​
(6.6)

Wireless
​
​
(16,883,499)
​
​
(714,062)
​
​
(16,169,437)
​
*

Broadband and Satellite Services
​
​
(308,327)
​
​
(36,116)
​
​
(272,211)
​
*

Eliminations
​
​
563
​
​
910
​
​
(347)
​
(38.1)

Total operating income (loss)
​
$
(16,641,875)
​
$
(160,767)
​
$
(16,481,108)
​
*

*
Percentage is not meaningful

​
Total revenue. Our consolidated revenue totaled $3.614 billion for the three months ended September 30, 2025, a decrease of $277 million or 7.1% compared to the same period in 2024. The net decrease primarily resulted from the decrease in revenue from our Pay-TV segment and to a lesser extent our Broadband and Satellite Services segment, partially offset by the increase in revenue from our Wireless segment.
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Total operating income (loss). Our consolidated operating loss totaled $16.642 billion for the three months ended September 30, 2025, an increase in operating loss of $16.481 billion compared to the same period in 2024. This change primarily resulted from an increase in operating loss from our Wireless segment and to a lesser extent our Broadband and Satellite Services segment and a decrease in operating income from our Pay-TV segment. The three months ended September 30, 2025 was adversely impacted by “Impairments and other” of: (1) $16.199 billion from our Wireless segment and (2) $282 million from our Broadband and Satellite Services segment. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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​
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024.
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​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Nine Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

​
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV
​
$
7,342,159
​
$
8,020,893
​
$
(678,734)
​
(8.5)

Wireless
​
​
2,846,352
​
​
2,705,130
​
​
141,222
​
5.2

Broadband and Satellite Services
​
​
1,056,258
​
​
1,163,306
​
​
(107,048)
​
(9.2)

Eliminations
​
​
(35,794)
​
​
(30,751)
​
​
(5,043)
​
(16.4)

Total revenue
​
$
11,208,975
​
$
11,858,578
​
$
(649,603)
​
(5.5)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss):
​
​
​
​
​
​
​
​
​
​
​

Pay-TV
​
$
1,798,370
​
$
1,926,361
​
$
(127,991)
​
(6.6)

Wireless
​
​
(18,378,749)
​
​
(2,059,532)
​
​
(16,319,217)
​
*

Broadband and Satellite Services
​
​
(364,260)
​
​
(110,256)
​
​
(254,004)
​
*

Eliminations
​
​
1,224
​
​
2,047
​
​
(823)
​
(40.2)

Total operating income (loss)
​
$
(16,943,415)
​
$
(241,380)
​
$
(16,702,035)
​
*

*
Percentage is not meaningful

​
Total revenue. Our consolidated revenue totaled $11.209 billion for the nine months ended September 30, 2025, a decrease of $650 million or 5.5% compared to the same period in 2024. The net decrease primarily resulted from the decrease in revenue from our Pay-TV segment and to a lesser extent our Broadband and Satellite Services segment, partially offset by the increase in revenue from our Wireless segment.
​
Total operating income (loss). Our consolidated operating loss totaled $16.943 billion for the nine months ended September 30, 2025, an increase in operating loss of $16.702 billion compared to the same period in 2024. This change primarily resulted from an increase in operating loss from our Wireless segment and to a lesser extent our Broadband and Satellite Services segment and a decrease in operating income from our Pay-TV segment. The nine months ended September 30, 2025 was adversely impacted by “Impairments and other” of: (1) $16.199 billion from our Wireless segment and (2) $282 million from our Broadband and Satellite Services segment. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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​
Pay-TV Segment
​
We offer Pay-TV services under the DISH brand and the SLING brand. 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.
​
We promote our Pay-TV services by providing our subscribers with better service, technology and value than those available from other subscription television service providers. We offer a wide selection of video services under the DISH TV brand, with access to hundreds of channels depending on the level of subscription. Our standard programming packages generally include programming provided by national cable networks. We also offer programming packages that include local broadcast networks, specialty sports channels, premium movie channels and Latino and international programming. We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative. Our SLING TV services require an Internet connection and are available on multiple streaming-capable devices including, among others, streaming media devices, TVs, tablets, computers, game consoles and phones. We offer SLING domestic, SLING International, SLING Latino and SLING Freestream video programming services.
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Trends in our Pay-TV Segment
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Competition
​
Competition has intensified in recent years as the pay-TV industry has matured. We and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. We face substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices, including wireless service providers. In recent years, industry consolidation and convergence has created competitors with greater scale and multiple product/service offerings. These developments, among others, have contributed to intense and increasing competition, and we expect such competition to continue.
​
We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers and by providing retention credits. Our DISH TV subscriber retention costs may vary significantly from period to period.
​
Many of our competitors have been especially aggressive by offering discounted programming and services for both new and existing subscribers, including, but not limited to, bundled offers combining broadband, video and/or wireless services and other promotional offers. Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services.
​
Our Pay-TV services also face increased competition from programmers and other companies who distribute video directly to consumers over the Internet, as well as traditional satellite television providers, cable companies and large telecommunications companies that are rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content. We also face competition from providers of video content, many of which are providers of programming content to us, that distribute content over the Internet including services with live-linear television programming, as well as single programmer offerings and offerings of large libraries of on-demand content, including in certain cases original content. These product offerings include, but are not limited to: Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, HBO Max, STARZ, ESPN Unlimited, FOX One, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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Significant changes in consumer behavior regarding the means by which consumers obtain video entertainment and information in response to digital media competition could have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business.
​
In particular, consumers have shown increased interest in viewing certain video programming in any place, at any time and/or on any broadband or Internet-connected device they choose. Online content providers may cause our subscribers to disconnect our DISH TV services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through these online content providers a certain portion of the services that they would have historically purchased from us.
​
Mergers and acquisitions, joint ventures and alliances among cable television providers, telecommunications companies, programming providers and others may result in, among other things, greater scale and financial leverage and increase the availability of offerings from providers capable of bundling video, broadband and/or wireless services in competition with our services and may exacerbate the risks described under the caption “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 and elsewhere in our public filings. These transactions may affect us adversely by, among other things, making it more difficult for us to obtain access to certain programming networks on nondiscriminatory and fair terms, or at all.
​
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.
​
Programming
​
Our ability to compete successfully will depend, among other things, on our ability to continue to obtain desirable programming and deliver it to our subscribers at competitive prices. Programming costs represent a large percentage of our “Cost of services” and the largest component of our total expense. We expect these costs to continue to increase due to contractual price increases and the renewal of long-term programming contracts on less favorable pricing terms and certain programming costs are rising at a much faster rate than wages or inflation. In particular, the rates we are charged for retransmitting local broadcast channels have been increasing substantially and may exceed our ability to increase our prices to our subscribers. Our ability to provide services under these agreements and negotiate acceptable terms depends on, among other things, the number of subscribers we have, our actual, perceived or anticipated financial condition and our negotiating power against each programmer, which can vary depending on the size and scale of such programmer. Going forward, our margins may face pressure if we are unable to renew our long-term programming contracts on acceptable pricing and other economic terms or if we are unable to pass these increased programming costs on to our subscribers.
​
Increases in programming costs have caused us to increase the rates that we charge to our subscribers, which could in turn cause our existing Pay-TV subscribers to disconnect our services or cause potential new Pay-TV subscribers to choose not to subscribe to our services. Additionally, even if our subscribers do not disconnect our services, they may purchase through new and existing online content providers a certain portion of the services that they would have historically purchased from us.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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Furthermore, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate may be negatively impacted if we are unable to renew our long-term programming carriage contracts on acceptable terms or at all. In the past, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. There can be no assurance that the removal of any channels will not have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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​
RESULTS OF OPERATIONS – Pay-TV Segment
​
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Three Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
2,328,705
​
$
2,602,176
​
$
(273,471)
​
(10.5)

Equipment sales and other revenue
​
​
12,478
​
​
15,855
​
​
(3,377)
​
(21.3)

Total revenue
​
​
2,341,183
​
​
2,618,031
​
​
(276,848)
​
(10.6)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
1,465,094
​
​
1,639,005
​
​
(173,911)
​
(10.6)

% of Service revenue
​
​
62.9
%  
​
63.0
%  
​
​
​
​

Cost of sales - equipment and other
​
​
8,478
​
​
19,243
​
​
(10,765)
​
(55.9)

Selling, general and administrative expenses
​
​
257,174
​
283,780
​
(26,606)
​
(9.4)

% of Total revenue
​
​
11.0
%  
​
10.8
%  
​
​
​
​

Depreciation and amortization
​
​
61,049
​
​
87,502
​
​
(26,453)
​
(30.2)

Total costs and expenses
​
​
1,791,795
​
​
2,029,530
​
​
(237,735)
​
(11.7)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
549,388
​
$
588,501
​
$
(39,113)
​
(6.6)

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV subscribers, as of period end (in millions)
​
​
7.166
​
​
8.031
​
​
(0.865)
​
(10.8)

DISH TV subscribers, as of period end (in millions)
​
​
5.171
​
​
5.888
​
​
(0.717)
​
(12.2)

SLING TV subscribers, as of period end (in millions)**
​
​
1.995
​
​
2.143
​
​
(0.148)
​
(6.9)

Pay-TV subscriber additions (losses), net (in millions)
​
​
0.007
​
​
(0.043)
​
​
0.050
​
*

DISH TV subscriber additions (losses), net (in millions)
​
​
(0.152)
​
​
(0.188)
​
​
0.036
​
19.1

SLING TV subscriber additions (losses), net (in millions)
​
​
0.159
​
​
0.145
​
​
0.014
​
9.7

Pay-TV ARPU
​
$
109.97
​
$
108.88
​
$
1.09
​
1.0

DISH TV subscriber additions, gross (in millions)
​
​
0.057
​
​
0.075
​
​
(0.018)
​
(24.0)

DISH TV churn rate
​
​
1.33
%
​
1.47
%
​
(0.14)
%
(9.5)

DISH TV SAC
​
$
1,334
​
$
985
​
$
349
​
35.4

Purchases of property and equipment, net of refunds (1)
​
$
98,553
​
$
53,357
​
$
45,196
​
84.7

OIBDA
​
$
610,437
​
$
676,003
​
$
(65,566)
​
(9.7)

*
Percentage is not meaningful.

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

(1) Purchases of property and equipment, net of refunds includes satellite purchases during the three months ended September 30, 2025 and 2024 of $62 million and $29 million, respectively.
​

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​

Pay-TV Subscribers
​
DISH TV subscribers . We lost approximately 152,000 net DISH TV subscribers during the three months ended September 30, 2025 compared to the loss of approximately 188,000 net DISH TV subscribers during the same period in 2024. This decrease in net DISH TV subscriber losses primarily resulted from a lower DISH TV churn rate, partially offset by lower gross new DISH TV subscriber activations.
​
SLING TV subscribers . We added approximately 159,000 net SLING TV subscribers during the three months ended September 30, 2025 compared to the addition of approximately 145,000 net SLING TV subscribers during the same period in 2024. The increase in net SLING TV subscriber additions was primarily related to higher SLING TV subscriber activations resulting from the launch of SLING TV Flexible Offerings and lower SLING TV subscriber disconnects in 2025 due to our emphasis on acquiring higher quality subscribers. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis. For example, in August 2025, ESPN Unlimited and FOX One sports packages were launched.
​
DISH TV subscribers, gross . During the three months ended September 30, 2025, we activated approximately 57,000 gross new DISH TV subscribers compared to approximately 75,000 gross new DISH TV subscribers during the same period in 2024, a decrease of 24.0%. This decrease in our gross new DISH TV subscriber activations was primarily related to the lack of demand and shifting consumer behavior, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.
​
DISH TV churn rate . Our DISH TV churn rate for the three months ended September 30, 2025 was 1.33% compared to 1.47% for the same period in 2024. Our DISH TV churn rates for the three months ended September 30, 2025 and 2024 were positively impacted by our continued emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud and the level of our retention efforts.
​
Our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV subscriber churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.
​

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​

​
We have not always met our own standards for performing high-quality installations, effectively resolving subscriber issues when they arise, answering subscriber calls in an acceptable timeframe, effectively communicating with our subscriber base, reducing calls driven by the complexity of our business, improving the reliability of certain systems and subscriber equipment and aligning the interests of certain independent third-party retailers and installers to provide high-quality service. Most of these factors have affected both gross new DISH TV subscriber activations as well as DISH TV subscriber churn rate. Our future gross new DISH TV subscriber activations and our DISH TV subscriber churn rate may be negatively impacted by these factors, which could in turn adversely affect our revenue.
​
Service revenue. “Service revenue” totaled $2.329 billion for the three months ended September 30, 2025, a decrease of $273 million or 10.5% compared to the same period in 2024. The decrease in “Service revenue” compared to the same period in 2024 was primarily related to lower average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU, discussed below.
​
Pay-TV ARPU. Pay-TV ARPU was $109.97 during the three months ended September 30, 2025 versus $108.88 during the same period in 2024. The $1.09 or 1.0% increase in Pay-TV ARPU was primarily attributable to the DISH TV and SLING TV programming price increases, partially offset by lower ad sales revenue. The DISH TV and SLING TV programming package price increases were effective in the third and fourth quarter of 2024, respectively. The three months ended September 30, 2025 was immaterially impacted by the DISH TV programming package increase effective in September 2025.
​
Cost of services. “Cost of services” totaled $1.465 billion during the three months ended September 30, 2025, a decrease of $174 million or 10.6% compared to the same period in 2024. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base, partially offset by higher programming costs per subscriber. Programming costs per subscriber increased during the three months ended September 30, 2025 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. “Cost of services” represented 62.9% and 63.0% of “Service revenue” during the three months ended September 30, 2025 and 2024, respectively.
​
In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content. Our “Cost of services” have and will continue to face further upward pressure from price increases and the renewal of long-term programming contracts on less favorable pricing terms. In addition, our programming expenses will increase to the extent we are successful in growing our Pay-TV subscriber base.
​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $257 million during the three months ended September 30, 2025, a $27 million or 9.4% decrease compared to the same period in 2024. This change was primarily driven by a decrease in professional fees and a decrease in subscriber acquisition costs resulting from lower gross new DISH TV subscriber activations. The three months ended September 30, 2024 was negatively impacted by merger related costs from the DIRECTV transaction.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $61 million during the three months ended September 30, 2025, a $26 million or 30.2% decrease compared to the same period in 2024. This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers, the expiration of our Nimiq 5 finance lease in September 2024, and our EchoStar XIV and EchoStar XV satellites being fully depreciated in May 2025 and July 2025, respectively.
​

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​

DISH TV SAC. DISH TV SAC was $1,334 during the three months ended September 30, 2025 compared to $985 during the same period in 2024, an increase of $349 or 35.4%. This change was primarily attributable to an increase in advertising costs per subscriber, a higher percentage of new receivers compared to remanufactured receivers being activated on new subscriber accounts and higher commission costs due to our emphasis on acquiring higher quality subscribers.
​
During the three months ended September 30, 2025 and 2024, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $8 million and $6 million, respectively.
​
To remain competitive, we upgrade or replace subscriber equipment periodically as technology changes, and the costs associated with these upgrades may be substantial. To the extent technological changes render a portion of our existing equipment obsolete, we would be unable to redeploy all returned equipment and consequently would realize less benefit from the DISH TV SAC reduction associated with redeployment of that returned lease equipment.
​
Our “DISH TV SAC” may materially increase in the future to the extent that we, among other things, transition to newer technologies, introduce more aggressive promotions or provide greater equipment subsidies. See further information under “Liquidity and Capital Resources – Subscriber Acquisition and Retention Costs.”
​

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​

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

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Nine Months Ended 
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
7,299,901
​
$
7,961,736
​
$
(661,835)
​
(8.3)

Equipment sales and other revenue
​
​
42,258
​
​
59,157
​
​
(16,899)
​
(28.6)

Total revenue
​
​
7,342,159
​
​
8,020,893
​
​
(678,734)
​
(8.5)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
4,570,701
​
​
4,942,133
​
​
(371,432)
​
(7.5)

% of Service revenue
​
​
62.6
%  
​
62.1
%  
​
​
​
​

Cost of sales - equipment and other
​
​
27,596
​
​
54,072
​
​
(26,476)
​
(49.0)

Selling, general and administrative expenses
​
​
740,175
​
840,174
​
(99,999)
​
(11.9)

% of Total revenue
​
​
10.1
%  
​
10.5
%  
​
​
​
​

Depreciation and amortization
​
​
205,317
​
​
258,153
​
​
(52,836)
​
(20.5)

Total costs and expenses
​
​
5,543,789
​
​
6,094,532
​
​
(550,743)
​
(9.0)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
1,798,370
​
$
1,926,361
​
$
(127,991)
​
(6.6)

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV subscribers, as of period end (in millions)
​
​
7.166
​
​
8.031
​
​
(0.865)
​
(10.8)

DISH TV subscribers, as of period end (in millions)**
​
​
5.171
​
​
5.888
​
​
(0.717)
​
(12.2)

SLING TV subscribers, as of period end (in millions)***
​
​
1.995
​
​
2.143
​
​
(0.148)
​
(6.9)

Pay-TV subscriber additions (losses), net (in millions)
​
​
(0.635)
​
​
(0.495)
​
​
(0.140)
​
(28.3)

DISH TV subscriber additions (losses), net (in millions)
​
​
(0.487)
​
​
(0.583)
​
​
0.096
​
16.5

SLING TV subscriber additions (losses), net (in millions)
​
​
(0.148)
​
​
0.088
​
​
(0.236)
​
*

Pay-TV ARPU
​
$
110.79
​
$
108.21
​
$
2.58
​
2.4

DISH TV subscriber additions, gross (in millions)
​
​
0.160
​
​
0.230
​
​
(0.070)
​
(30.4)

DISH TV churn rate
​
​
1.33
%
​
1.46
%
​
(0.13)
%
(8.9)

DISH TV SAC
​
$
1,215
​
$
993
​
$
222
​
22.4

Purchases of property and equipment, net of refunds (1)
​
$
239,521
​
$
165,275
​
$
74,246
​
44.9

OIBDA
​
$
2,003,687
​
$
2,184,514
​
$
(180,827)
​
(8.3)

*
Percentage is not meaningful.

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

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

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

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​

​
Pay-TV Subscribers
​
DISH TV subscribers . We lost approximately 487,000 net DISH TV subscribers during the nine months ended September 30, 2025 compared to the loss of approximately 583,000 net DISH TV subscribers during the same period in 2024. This decrease in net DISH TV subscriber losses primarily resulted from a lower DISH TV churn rate, partially offset by lower gross new DISH TV subscriber activations.
​
SLING TV subscribers . We lost approximately 148,000 net SLING TV subscribers during the nine months ended September 30, 2025 compared to the addition of approximately 88,000 net SLING TV subscribers during the same period in 2024. The change in net SLING TV subscribers was primarily related to lower SLING TV subscriber activations, partially offset by lower SLING TV subscriber disconnects in 2025 due to our emphasis on acquiring higher quality subscribers. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis. For example, in August 2025, ESPN Unlimited and FOX One sports packages were launched.
​
DISH TV subscribers, gross . During the nine months ended September 30, 2025, we activated approximately 160,000 gross new DISH TV subscribers compared to approximately 230,000 gross new DISH TV subscribers during the same period in 2024, a decrease of 30.4%. This decrease in our gross new DISH TV subscriber activations was primarily related to lower marketing expenditures, the lack of demand and shifting consumer behavior, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.
​
DISH TV churn rate . Our DISH TV churn rate for the nine months ended September 30, 2025 was 1.33% compared to 1.46% for the same period in 2024. Our DISH TV churn rates for the nine months ended September 30, 2025 and 2024 were positively impacted by our continued emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud and the level of our retention efforts.
​
Service revenue. “Service revenue” totaled $7.300 billion for the nine months ended September 30, 2025, a decrease of $662 million or 8.3% compared to the same period in 2024. The decrease in “Service revenue” compared to the same period in 2024 was primarily related to lower average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU, discussed below.
​
Pay-TV ARPU. Pay-TV ARPU was $110.79 during the nine months ended September 30, 2025 versus $108.21 during the same period in 2024. The $2.58 or 2.4% increase in Pay-TV ARPU was primarily attributable to the DISH TV and SLING TV programming price increases, partially offset by lower ad sales revenue. The DISH TV and SLING TV programming package price increases were effective in the third and fourth quarter of 2024, respectively. The nine months ended September 30, 2025 was immaterially impacted by the DISH TV programming package increase effective in September 2025.
​

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​

​
Cost of services. “Cost of services” totaled $4.571 billion during the nine months ended September 30, 2025, a decrease of $371 million or 7.5% compared to the same period in 2024. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base, partially offset by higher programming costs per subscriber. Programming costs per subscriber increased during the nine months ended September 30, 2025 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. “Cost of services” represented 62.6% and 62.1% of “Service revenue” during the nine months ended September 30, 2025 and 2024, respectively. This increase primarily related to higher programming costs per subscriber.
​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $740 million during the nine months ended September 30, 2025, a $100 million or 11.9% decrease compared to the same period in 2024. This change was primarily driven by a decrease in subscriber acquisition costs resulting from lower gross new DISH TV subscriber activations, and a decrease in personnel costs and professional fees. The nine months ended September 30, 2024 was negatively impacted by merger related costs from the DIRECTV transaction.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $205 million during the nine months ended September 30, 2025, a $53 million or 20.5% decrease compared to the same period in 2024. This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers, the expiration of our Nimiq 5 finance lease in September 2024, and our EchoStar XIV and EchoStar XV satellites being fully depreciated in May 2025 and July 2025, respectively.
​
DISH TV SAC. DISH TV SAC was $1,215 during the nine months ended September 30, 2025 compared to $993 during the same period in 2024, an increase of $222 or 22.4%. This change was primarily attributable to an increase in advertising costs per subscriber, a higher percentage of new receivers compared to remanufactured receivers being activated on new subscriber accounts and higher commission costs due to our emphasis on acquiring higher quality subscribers. While our marketing expenditures decreased during the nine months ended September 30, 2025 compared to the same period in 2024, our gross new DISH TV subscriber activations decreased at a higher rate, resulting in an increase in advertising costs per subscriber.
​
During the nine months ended September 30, 2025 and 2024, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $23 million and $19 million, respectively.
​
​

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

​
Wireless Segment
​
Our Wireless segment business strategy is to expand our current target segments and profitably grow our Wireless subscriber base. We intend to grow our Wireless subscriber base by acquiring and retaining high quality subscribers with competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget.
​
Our Wireless segment provides Wireless communication 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 our 5G Network, after meeting certain interim and final build-out requirements established by the FCC. We had commenced our transition to an MNO as our 5G Network became commercially available and we grew our customer base on our 5G Network.
​
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. We are currently operating primarily as a 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 MNSA and the NSA, respectively. In light of the AT&T Transactions, we are transitioning to a Hybrid MNO. We are actively migrating customer traffic from our 5G Network to AT&T’s network as we transition to a Hybrid MNO.
​
Currently, we offer Wireless subscribers competitive consumer plans with no annual service contracts and monthly service plans including high-speed data and unlimited talk and text. We also offer a variety of value-added services, including, but not limited to, device payment and protection plans, international calling and text plans, and device financing arrangements for certain qualified subscribers.
​
ACP Subscribers. Historically, a portion of our Wireless subscriber base and revenue was comprised of subscribers who received benefits under the ACP program. The FCC began taking steps to wind down the ACP program and stopped accepting new applications and enrollments on February 7, 2024. Households enrolled in the ACP program continued to receive the benefit on their service through April 2024. In May 2024, households received a partial benefit and on June 1, 2024 the ACP program funding concluded and households no longer received their benefit. Although we implemented plans to retain and/or migrate these subscribers to lower priced service plans, these subscribers began deactivating in the second and third quarters of 2024. As of December 31, 2024, we had no Wireless ACP subscribers. Generally, ACP subscribers have lower Wireless ARPU than other Wireless subscribers and as a result, any loss of ACP subscribers had a nominal impact on pre-tax net income.
​
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 in the Notes to our Condensed Consolidated Financial Statements 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 in Note 1“ Recent Developments ” in the Notes to our Condensed Consolidated Financial Statements.
​
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

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​

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 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information. Also see Note 1 “ Recent Developments ” in the Notes to our Condensed Consolidated Financial Statements 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 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information .
​
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, including Verizon, AT&T and T-Mobile, all of which are significantly larger than us, serve a significant percentage of all wireless subscribers and enjoy scale advantages compared to us. Verizon, AT&T and T-Mobile are currently the only nationwide MNOs in the United States.
​
Additional primary competitors to our Wireless segment include, but are not limited to, Metro PCS (owned by T-Mobile), Cricket Wireless (owned by AT&T), Visible (owned by Verizon), Tracfone Wireless (owned by Verizon), Total Wireless (owned by Verizon), Mint Mobile (owned by T-Mobile) and other MVNOs such as Consumer Cellular, Spectrum Mobile and Xfinity Mobile.

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

RESULTS OF OPERATIONS – Wireless Segment
​
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Three Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
836,164
​
$
778,737
​
$
57,427
​
7.4

Equipment sales and other revenue
​
​
102,782
​
​
119,659
​
​
(16,877)
​
(14.1)

Total revenue
​
​
938,946
​
​
898,396
​
​
40,550
​
4.5

​
​
​
​
​
​
​
​
​
​
​
​

Costs and expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
790,737
​
​
778,152
​
​
12,585
​
1.6

% of Service revenue
​
​
94.6
%  
99.9
%  
​
​
​

Cost of sales - equipment and other
​
​
315,241
​
​
300,321
​
​
14,920
​
5.0

Selling, general and administrative expenses
​
​
287,508
​
​
257,283
​
30,225
​
11.7

% of Total revenue
​
​
30.6
%  
28.6
%  
​
​
​

Depreciation and amortization
​
​
229,615
​
​
276,702
​
​
(47,087)
​
(17.0)

Impairments and other
​
​
16,199,344
​
​
—
​
​
16,199,344
​
*

Total costs and expenses
​
​
17,822,445
​
​
1,612,458
​
​
16,209,987
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(16,883,499)
​
$
(714,062)
​
$
(16,169,437)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Wireless subscribers, as of period end (in millions)**
​
​
7.520
​
​
6.984
​
​
0.536
​
7.7

Wireless subscriber additions, gross (in millions)
​
​
0.693
​
​
0.642
​
​
0.051
​
7.9

Wireless subscriber additions (losses), net (in millions) ***
​
​
0.223
​
​
(0.297)
​
​
0.520
​
*

Wireless ARPU
​
$
37.22
​
$
36.27
​
$
0.95
​
2.6

Wireless churn rate
​
​
2.86
%
2.99
%  
(0.13)
%
(4.3)

Purchases of property and equipment, net of refunds
​
$
112,145
​
$
235,414
​
$
(123,269)
​
(52.4)

OIBDA
​
$
(16,653,884)
​
$
(437,360)
​
$
(16,216,524)
​
*

*
Percentage is not meaningful.

**
Beginning in the third quarter of 2025, we removed approximately 60,000 subscribers from our period end Wireless subscriber count due to our election to deactivate Wireless subscriber accounts placed on pause and not expected to reactivate. If these Wireless subscriber accounts subsequently reactivate, they will be counted as a new Wireless subscriber addition. This removal had no material impact on any other reported subscriber metrics, other than our period end Wireless subscriber count.

***
Includes Government subsidized subscribers.

​
Wireless subscribers . We added approximately 223,000 net Wireless subscribers during the three months ended September 30, 2025 compared to the loss of approximately 297,000 net Wireless subscribers during the same period in 2024. The change in net Wireless subscribers primarily resulted from higher net Government subsidized subscribers, higher gross new Wireless subscriber activations and a lower Wireless churn rate compared to the same period in 2024. In addition, the three months ended September 30, 2024 was negatively impacted by net losses of Government subsidized subscribers as a result of the ACP program funding concluding on June 1, 2024. See “Wireless Segment – ACP Subscribers” for further information.
​

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

​
Wireless subscribers, gross . During the three  months ended September 30, 2025, we activated approximately 693,000 gross new Wireless subscribers compared to approximately 642,000 gross new Wireless subscribers during the same period in 2024, an increase of 7.9%. This increase in gross new Wireless subscribers primarily resulted from new subscriber offers and promotions and growth in digital channels. Our gross new Wireless subscribers continue to be negatively impacted by our emphasis on acquiring and retaining higher quality subscribers and increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.
​
Wireless churn rate . Our Wireless churn rate for the three months ended September 30, 2025 was 2.86% compared to 2.99% for the same period in 2024. Our Wireless churn rates for the three months ended September 30, 2025 and 2024 were positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.
​
Service revenue. “Service revenue” totaled $836 million for the three months ended September 30, 2025, an increase of $57 million or 7.4% compared to the same period in 2024. The increase in “Service revenue” compared to the same period in 2024 was primarily related to an increase in Wireless ARPU, discussed below, and a higher average Wireless subscriber base.
​
Wireless ARPU. Wireless ARPU was $37.22 during the three months ended September 30, 2025 versus $36.27 during the same period in 2024. The $0.95 or 2.6% increase in Wireless ARPU was primarily attributable to, among other things, a shift in subscriber plan mix to higher priced service plans and increased sales of value added services.
​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $103 million for the three months ended September 30, 2025, a decrease of $17 million or 14.1% compared to the same period in 2024. The decrease in “Equipment sales and other revenue” compared to the same period in 2024 was primarily related to a decrease in units shipped.
​
Cost of services. “Cost of services” totaled $791 million for the three months ended September 30, 2025, an increase of $13 million or 1.6% compared to the same period in 2024. The increase in “Cost of services” compared to the same period in 2024 was primarily attributable to higher variable and retention costs, including monthly dealer incentive costs due to our emphasis on acquiring and retaining higher quality, long-term subscribers. This increase was partially offset by lower network services costs per subscriber.
​
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. Beginning in September 2025 and prospectively, lease expense on communication towers, transport and other related costs for our 5G Network will decrease, offset by the accretion of lease liabilities and certain liabilities established for exit, disposal and other costs related to the termination of our 5G Network deployment, and ongoing costs to operate our Hybrid MNO. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $315 million for the three months ended September 30, 2025, an increase of $15 million or 5.0% compared to the same period in 2024. The increase in “Cost of sales – equipment and other” compared to the same period in 2024 primarily resulted from an increase in sales of wireless devices with higher costs per unit, partially offset by a decrease in units shipped.
​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $288 million during the three months ended September 30, 2025, a $30 million or 11.7% increase compared to the same period in 2024. This change primarily resulted from an increase in costs to support the Wireless segment and an increase in subscriber acquisition costs resulting from higher gross new Wireless subscriber activations.

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

​
Depreciation and amortization. “Depreciation and amortization” expense totaled $230 million during the three months ended September 30, 2025 , a $47 million or 17.0% decrease compared to the same period in 2024. This change was primarily driven by a decrease in depreciation and amortization expense related to the non-cash impairment of certain 5G Network assets during the three months ended September 30, 2025.
​
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 and in September 2025 we recorded a non-cash impairment for certain 5G Network assets. As a result, we no longer have deprecation expense related to these 5G Network assets effective September 2025. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Impairments and other . “Impairments and other” totaled $16.199 billion during the three months ended September 30, 2025. This amount consists of non-cash impairment charges primarily related to our prepaids, property and equipment, regulatory authorizations and operating lease assets, and estimated exit, disposal and other costs related to the termination of our 5G Network deployment. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
​
​

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

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

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Nine Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
2,469,493
​
$
2,368,138
​
$
101,355
​
4.3

Equipment sales and other revenue
​
​
376,859
​
​
336,992
​
​
39,867
​
11.8

Total revenue
​
​
2,846,352
​
​
2,705,130
​
​
141,222
​
5.2

​
​
​
​
​
​
​
​
​
​
​
​

Costs and expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
2,358,118
​
​
2,287,764
​
​
70,354
​
3.1

% of Service revenue
​
​
95.5
%  
​
96.6
%  
​
​
​
​

Cost of sales - equipment and other
​
​
946,531
​
​
902,846
​
​
43,685
​
4.8

Selling, general and administrative expenses
​
​
863,287
​
​
709,815
​
153,472
​
21.6

% of Total revenue
​
​
30.3
%  
​
26.2
%  
​
​
​
​

Depreciation and amortization
​
​
857,821
​
​
864,237
​
​
(6,416)
​
(0.7)

Impairments and other
​
​
16,199,344
​
​
—
​
​
16,199,344
​
*

Total costs and expenses
​
​
21,225,101
​
​
4,764,662
​
​
16,460,439
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(18,378,749)
​
$
(2,059,532)
​
$
(16,319,217)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Wireless subscribers, as of period end (in millions)**
​
​
7.520
​
​
6.984
​
​
0.536
​
7.7

Wireless subscriber additions, gross (in millions)
​
​
1.984
​
​
1.828
​
​
0.156
​
8.5

Wireless subscriber additions (losses), net (in millions) ***
​
​
0.585
​
​
(0.394)
​
​
0.979
​
*

Wireless ARPU
​
$
37.50
​
$
36.29
​
$
1.21
​
3.3

Wireless churn rate
​
​
2.79
%
​
2.99
%  
​
(0.20)
%
(6.7)

Purchases of property and equipment, net of refunds
​
$
447,556
​
$
863,248
​
$
(415,692)
​
(48.2)

OIBDA
​
$
(17,520,928)
​
$
(1,195,295)
​
$
(16,325,633)
​
*

*
Percentage is not meaningful.

**
Beginning in the third quarter of 2025, we removed approximately 60,000 subscribers from our period end Wireless subscriber count due to our election to deactivate Wireless subscriber accounts placed on pause and not expected to reactivate. If these Wireless subscriber accounts subsequently reactivate, they will be counted as a new Wireless subscriber addition. This removal had no material impact on any other reported subscriber metrics, other than our period end Wireless subscriber count.

***
Includes Government subsidized subscribers.

​
Wireless subscribers . We added approximately 585,000 net Wireless subscribers during the nine months ended September 30, 2025 compared to the loss of approximately 394,000 net Wireless subscribers during the same period in 2024. The change in net Wireless subscribers primarily resulted from higher net Government subsidized subscribers, higher gross new Wireless subscriber activations and a lower Wireless churn rate compared to the same period in 2024. In addition, the nine months ended September 30, 2024 was negatively impacted by net losses of Government subsidized subscribers as a result of the ACP program funding concluding on June 1, 2024. See “Wireless Segment – ACP Subscribers” for further information.
​

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

​
Wireless subscribers, gross . During the nine  months ended September 30, 2025, we activated approximately 1.984 million gross new Wireless subscribers compared to approximately 1.828 million gross new Wireless subscribers during the same period in 2024, an increase of 8.5%. This increase in gross new Wireless subscribers primarily resulted from higher marketing expenditures, new subscriber offers and promotions and growth in digital channels. Our gross new Wireless subscribers continue to be negatively impacted by our emphasis on acquiring and retaining higher quality subscribers and increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.
​
Wireless churn rate . Our Wireless churn rate for the nine months ended September 30, 2025 was 2.79% compared to 2.99% for the same period in 2024. Our Wireless churn rates for the nine months ended September 30, 2025 and 2024 were positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.
​
Service revenue. “Service revenue” totaled $2.469 billion for the nine months ended September 30, 2025, an increase of $101 million or 4.3% compared to the same period in 2024. The increase in “Service revenue” compared to the same period in 2024 was primarily related to an increase in Wireless ARPU, discussed below.
​
Wireless ARPU. Wireless ARPU was $37.50 during the nine months ended September 30, 2025 versus $36.29 during the same period in 2024. The $1.21 or 3.3% increase in Wireless ARPU was primarily attributable to, among other things, a shift in subscriber plan mix to higher priced service plans and increased sales of value added services.
​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $377 million for the nine months ended September 30, 2025, an increase of $40 million or 11.8% compared to the same period in 2024. The increase in “Equipment sales and other revenue” compared to the same period in 2024 was primarily related to an increase in sales of wireless devices with h igher revenue per unit, partially offset by a decrease in units shipped.
​
Cost of services. “Cost of services” totaled $2.358 billion for the nine months ended September 30, 2025, an increase of $70 million or 3.1% compared to the same period in 2024. The increase in “Cost of services” compared to the same period in 2024 was primarily attributable to higher variable and retention costs, including monthly dealer incentive costs due to our emphasis on acquiring and retaining higher quality, long-term subscribers. This increase was partially offset by lower network services costs per subscriber.
​
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. Beginning in September 2025 and prospectively, lease expense on communication towers, transport and other related costs for our 5G Network will decrease, offset by the accretion of lease liabilities and certain liabilities established for exit, disposal and other costs related to the termination of our 5G Network deployment, and ongoing costs to operate our Hybrid MNO. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $947 million for the nine months ended September 30, 2025, an increase of $44 million or 4.8% compared to the same period in 2024. The increase in “Cost of sales – equipment and other” compared to the same period in 2024 primarily resulted from an increase in sales of wireless devices with higher costs per unit, partially offset by a decrease in units shipped and higher vendor rebates.
​

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

​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $863 million during the nine months ended September 30, 2025, a $153 million or 21.6% increase compared to the same period in 2024. This change primarily resulted from an increase in subscriber acquisition costs resulting from higher gross new Wireless subscriber activations, including higher marketing expenditures, and an increase in costs to support the Wireless segment.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $858 million during the nine months ended September 30, 2025 , a $6 million or 0.7% decrease compared to the same period in 2024. This change was primarily driven by a decrease in amortization expense from subscriber relationships related to the Boost Mobile acquisition in 2020, which became fully amortized during the second quarter of 2024, partially offset by an increase in depreciation and amortization expense related to 5G Network assets being placed in service during 2024 and 2025 prior to the non-cash impairment of certain 5G Network assets during the third quarter of 2025.
​
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 and in September 2025 we recorded a non-cash impairment for certain 5G Network assets. As a result, we no longer have deprecation expense related to these 5G Network assets effective September 2025. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Impairments and other . “Impairments and other” totaled $16.199 billion during the nine months ended September 30, 2025. This amount consists of non-cash impairment charges primarily related to our prepaids, property and equipment, regulatory authorizations and operating lease assets, and estimated exit, disposal and other costs related to the termination of our 5G Network deployment. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
​

106

Table of Contents
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
​

​
Broadband and Satellite Services Segment
​
We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere. We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, airlines and government entities, including civilian and defense. We have leveraged the EchoStar XXIV satellite to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise, aeronautical and government markets.
​
We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers. We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation.
​
Backlog
​
As of September 30, 2025, our Broadband and Satellite Services segment had approximately $1.5 billion of contracted revenue backlog. We define the Broadband and Satellite Services segment contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue.
​
Competition
​
Our industry is highly competitive. As a global provider of network technologies, products and services, our Broadband and Satellite Services segment competes with a large number of telecommunications and satellite internet service providers.
​
In our enterprise markets, we compete against multiple categories of providers. In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service and internet protocol-based virtual private networks (VPN), which vary by region. In the in-flight connectivity market, we compete against direct and indirect providers of in-flight WiFi services, such as ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”) and Starlink Services LLC, which is owned by Space Exploration Technologies Corp. (“SpaceX”).
​
In our consumer broadband satellite technologies and internet services markets, we compete against traditional telecommunications and wireless carriers, other satellite internet providers, as well as fiber optic, cable and wireless internet service providers. Our primary satellite competitors in the North American consumer market are ViaSat and SpaceX. Both ViaSat and SpaceX have also entered the South and Central American consumer markets. Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc.
​

107

Table of Contents
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
​

RESULTS OF OPERATIONS – Broadband and Satellite Services Segment
​
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Three Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
267,460
​
$
294,703
​
$
(27,243)
​
(9.2)

Equipment sales and other revenue
​
​
78,360
​
​
92,006
​
​
(13,646)
​
(14.8)

Total revenue
​
​
345,820
​
​
386,709
​
​
(40,889)
​
(10.6)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
115,171
​
​
125,970
​
​
(10,799)
​
(8.6)

% of Service revenue
​
​
43.1
%  
​
42.7
%  
​
​
​
​

Cost of sales - equipment and other
​
​
67,953
​
​
74,397
​
​
(6,444)
​
(8.7)

% of Equipment sales and other revenue
​
​
86.7
%  
​
80.9
%  
​
​
​
​

Selling, general and administrative expenses
​
​
88,169
​
​
108,816
​
(20,647)
​
(19.0)

% of Total revenue
​
​
25.5
%  
​
28.1
%  
​
​
​
​

Depreciation and amortization
​
​
100,730
​
​
113,642
​
​
(12,912)
​
(11.4)

Impairments and other
​
​
282,124
​
​
—
​
​
282,124
​
*

Total costs and expenses
​
​
654,147
​
​
422,825
​
​
231,322
​
54.7

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(308,327)
​
$
(36,116)
​
$
(272,211)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Broadband subscribers, as of period end (in millions)
​
​
0.783
​
​
0.912
​
​
(0.129)
​
(14.1)

Broadband subscriber additions (losses), net (in millions)
​
​
(0.036)
​
​
(0.043)
​
​
0.007
​
16.3

Purchases of property and equipment, net of refunds (1)
​
$
45,334
​
$
44,913
​
$
421
​
0.9

OIBDA
​
$
(207,597)
​
$
77,526
​
$
(285,123)
​
*

​

*
Percentage is not meaningful.

(1) Purchases of property and equipment, net of refunds includes satellite purchases during the three months ended September 30, 2025 and 2024 of $16 million and $1 million, respectively.
​
Broadband subscribers. We lost approximately 36,000 net Broadband subscribers for the three months ended September 30, 2025 compared to the loss of approximately 43,000 net Broadband subscribers during the same period in 2024. The decrease in net Broadband subscriber losses was primarily due to lower subscriber disconnects due to expanded satellite capacity and increased subscriber service satisfaction, partially offset by lower gross subscriber additions. We continue to experience increased competition from satellite-based competitors and other technologies. 
​
Service revenue. “Service revenue” totaled $267 million for the three months ended September 30, 2025, a decrease of $27 million, or 9.2%, as compared to 2024. The decrease was primarily attributable to lower sales of broadband services to our North American and international consumer customers and our North American enterprise customers.
​

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

​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $78 million for the three months ended September 30, 2025, a decrease of $14 million, or 14.8%, as compared to 2024. The decrease was primarily attributable to lower hardware sales to our North American and international enterprise customers.
​
Cost of services. “Cost of services” totaled $115 million for the three months ended September 30, 2025, a decrease of $11 million, or 8.6%, as compared to 2024. The decrease was primarily attributable to lower costs of broadband services to our North American and international consumer customers and our North American enterprise customers. Our “Cost of services” represented 43.1% and 42.7% of “Service revenue” during the three months ended September 30, 2025 and 2024, respectively.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $68 million for the three months ended September 30, 2025, a decrease of $6 million, or 8.7%, as compared to 2024. The decrease was primarily attributable to lower costs of equipment to our North American and international enterprise customers. Our “Cost of sales – equipment and other” represented 86.7% and 80.9% of “Equipment sales and other revenue” during the three months ended September 30, 2025 and 2024, respectively. This increase primarily resulted from a change in mix to lower margin products.
​
Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $88 million for the three months ended September 30, 2025, a decrease of $21 million, or 19.0%, as compared to 2024. The decrease was primarily attributable to lower bad debt expense and lower marketing expenditures.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $101 million for the three months ended September 30, 2025, a decrease of $13 million, or 11.4%, as compared to 2024. The decrease was primarily attributable to lower equipment and satellite depreciation expense.
​
Impairments and other . “Impairments and other” totaled $282 million during the three months ended September 30, 2025. In August 2025, we began the abandonment of certain international assets that would no longer be utilized in our business as a result of the SpaceX Transactions. As a result, we recorded non-cash impairment charges related to property and equipment and regulatory authorizations, and estimated exit, disposal and other costs. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
​

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

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

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Nine Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
817,845
​
$
914,350
​
$
(96,505)
​
(10.6)

Equipment sales and other revenue
​
​
238,413
​
​
248,956
​
​
(10,543)
​
(4.2)

Total revenue
​
​
1,056,258
​
​
1,163,306
​
​
(107,048)
​
(9.2)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
343,528
​
​
382,400
​
​
(38,872)
​
(10.2)

% of Service revenue
​
​
42.0
%  
​
41.8
%  
​
​
​
​

Cost of sales - equipment and other
​
​
213,238
​
​
209,440
​
​
3,798
​
1.8

% of Equipment sales and other revenue
​
​
89.4
%  
​
84.1
%  
​
​
​
​

Selling, general and administrative expenses
​
​
271,563
​
​
332,261
​
​
(60,698)
​
(18.3)

% of Total revenue
​
​
25.7
%  
​
28.6
%  
​
​
​
​

Depreciation and amortization
​
​
310,065
​
​
349,461
​
​
(39,396)
​
(11.3)

Impairments and other
​
​
282,124
​
​
—
​
​
282,124
​
*

Total costs and expenses
​
​
1,420,518
​
​
1,273,562
​
​
146,956
​
11.5

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(364,260)
​
$
(110,256)
​
$
(254,004)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Broadband subscribers, as of period end (in millions)
​
​
0.783
​
​
0.912
​
​
(0.129)
​
(14.1)

Broadband subscriber additions (losses), net (in millions)
​
​
(0.100)
​
​
(0.092)
​
​
(0.008)
​
(8.7)

Purchases of property and equipment, net of refunds (1)
​
$
120,555
​
$
172,083
​
$
(51,528)
​
(29.9)

OIBDA
​
$
(54,195)
​
$
239,205
​
$
(293,400)
​
*

​

*
Percentage is not meaningful.

(1) Purchases of property and equipment, net of refunds includes satellite purchases during the nine months ended September 30, 2025 and 2024 of $30 million and $4 million, respectively.
​
Broadband subscribers. We lost approximately 100,000 net Broadband subscribers for the nine months ended September 30, 2025 compared to the loss of approximately 92,000 net Broadband subscribers during the same period in 2024. The increase in net Broadband subscriber losses was primarily due to lower gross subscriber additions, partially offset by lower subscriber disconnects due to expanded satellite capacity and increased subscriber service satisfaction. We continue to experience increased competition from satellite-based competitors and other technologies. 
​
Service revenue. “Service revenue” totaled $818 million for the nine months ended September 30, 2025, a decrease of $97 million, or 10.6%, as compared to 2024. The decrease was primarily attributable to lower sales of broadband services to our North American and international consumer customers and our North American enterprise customers.
​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $238 million for the nine months ended September 30, 2025, a decrease of $11 million, or 4.2%, as compared to 2024. The decrease was primarily attributable to lower hardware sales to our international enterprise customers, partially offset by an increase in hardware sales to our North American enterprise customers.
​

110

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

Cost of services. “Cost of services” totaled $344 million for the nine months ended September 30, 2025, a decrease of $39 million, or 10.2%, as compared to 2024. The decrease was primarily attributable to lower costs of broadband services to both our North American and international consumer and enterprise customers. Our “Cost of services” represented 42.0% and 41.8% of “Service revenue” during the nine months ended September 30, 2025 and 2024, respectively.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $213 million for the nine months ended September 30, 2025, an increase of $4 million, or 1.8%, as compared to 2024. The increase was primarily attributable to higher costs of equipment to our North American enterprise customers, partially offset by a decrease in equipment costs to our international enterprise customers. Our “Cost of sales – equipment and other” represented 89.4% and 84.1% of “Equipment sales and other revenue” during the nine months ended September 30, 2025 and 2024, respectively. The nine months ended September 30, 2025 was negatively impacted by a one-time project charge.
​
Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $272 million for the nine months ended September 30, 2025, a decrease of $61 million, or 18.3%, as compared to 2024. The decrease was primarily attributable to lower bad debt expense, a decrease in costs to support the Broadband and Satellite Services segment and lower marketing expenditures.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $310 million for the nine months ended September 30, 2025, a decrease of $39 million, or 11.3%, as compared to 2024. The decrease was primarily attributable to lower equipment and satellite depreciation expense.
​
Impairments and other . “Impairments and other” totaled $282 million during the nine months ended September 30, 2025. In August 2025, we began the abandonment of certain international assets that would no longer be utilized in our business as a result of the SpaceX Transactions. As a result, we recorded non-cash impairment charges related to property and equipment and regulatory authorizations, and estimated exit, disposal and other costs. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
​
​

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Table of Contents
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
​

OTHER CONSOLIDATED RESULTS
​
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Three Months Ended 
​
​
​
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​

Operating income (loss)
​
$
(16,641,875)
​
$
(160,767)
​
$
(16,481,108)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other income (expense):
​
​
​
​
​
​
​
​
​
​
​

Interest income
​
​
53,187
​
​
11,200
​
​
41,987
​
*

Interest expense, net of amounts capitalized
​
​
(377,072)
​
​
(81,503)
​
​
(295,569)
​
*

Other, net
​
​
28,953
​
​
52,107
​
​
(23,154)
​
(44.4)

Total other income (expense)
​
​
(294,932)
​
​
(18,196)
​
​
(276,736)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Income (loss) before income taxes
​
​
(16,936,807)
​
​
(178,963)
​
​
(16,757,844)
​
*

Income tax (provision) benefit, net
​
​
4,155,459
​
​
35,162
​
​
4,120,297
​
*

Effective tax rate
​
​
24.5
%  
​
19.6
%  
​
​
​
​

Net income (loss)
​
​
(12,781,348)
​
​
(143,801)
​
​
(12,637,547)
​
*

Less: Net income (loss) attributable to noncontrolling interests, net of tax
​
​
(152)
​
​
(1,989)
​
​
1,837
​
92.4

Net income (loss) attributable to EchoStar
​
$
(12,781,196)
​
$
(141,812)
​
$
(12,639,384)
​
*

* Percentage is not meaningful.
​
Interest income. “Interest income” totaled $53 million during the three months ended September 30, 2025, an increase of $42 million compared to the same period in 2024. This increase primarily resulted from higher average cash and marketable investment securities balances, partially offset by lower percentage returns earned on our cash and marketable investment securities during the three months ended September 30, 2025.
​
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $377 million during the three months ended September 30, 2025, an increase of $296 million compared to the same period in 2024. This increase primarily resulted from interest expense related to debt issuances in the third and fourth quarters of 2024, partially offset by the redemption of debt that matured in November 2024 and debt tendered for exchange and cancelled in the fourth quarter of 2024. In addition, the three months ended September 30, 2025 was negatively impacted by a $58 million decrease in capitalized interest compared to the same period in 2024 due to fewer activities that qualify for capitalization. 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. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Other, net. “Other, net” income totaled $29 million during the three months ended September 30, 2025, compared to income of $52 million during the same period in 2024. The three months ended September 30, 2025 was positively impacted by $22 million in asset sales and other net gains. The three months ended September 30, 2024 was positively impacted by $50 million in asset sales and other net gains and $7 million in net gains on marketable and non-marketable investment securities. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

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

​
Income tax (provision) benefit, net. Our income tax benefit was $4.155 billion during the three months ended September 30, 2025, an increase of $4.120 billion compared to the same period in 2024. The change was primarily related to a decrease in “Income (loss) before income taxes” and the change in our effective tax rate. Our effective tax rate during the three months ended September 30, 2024 was impacted by federal, state and foreign valuation allowances.
​
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Nine Months Ended 
​
​

​
​
September 30,
​
Variance

Statements of Operations Data
    
2025
    
2024
    
Amount
    
%

​
​
(In thousands)
​
​

Operating income (loss)
​
$
(16,943,415)
​
$
(241,380)
​
$
(16,702,035)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other income (expense):
​
​
​
​
​
​
​
​
​
​
​

Interest income
​
​
184,085
​
​
55,591
​
​
128,494
​
*

Interest expense, net of amounts capitalized
​
​
(942,359)
​
​
(262,077)
​
​
(680,282)
​
*

Other, net
​
​
105,480
​
​
(65,501)
​
​
170,981
​
*

Total other income (expense)
​
​
(652,794)
​
​
(271,987)
​
​
(380,807)
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Income (loss) before income taxes
​
​
(17,596,209)
​
​
(513,367)
​
​
(17,082,842)
​
*

Income tax (provision) benefit, net
​
​
4,304,736
​
​
53,733
​
​
4,251,003
​
*

Effective tax rate
​
​
24.5
%  
​
10.5
%  
​
​
​
​

Net income (loss)
​
​
(13,291,473)
​
​
(459,634)
​
​
(12,831,839)
​
*

Less: Net income (loss) attributable to noncontrolling interests, net of tax
​
​
(1,476)
​
​
(4,855)
​
​
3,379
​
69.6

Net income (loss) attributable to EchoStar
​
$
(13,289,997)
​
$
(454,779)
​
$
(12,835,218)
​
*

*
Percentage is not meaningful.

​
Interest income. “Interest income” totaled $184 million during the nine months ended September 30, 2025, an increase of $128 million compared to the same period in 2024. This increase primarily resulted from higher average cash and marketable investment securities balances, partially offset by lower percentage returns earned on our cash and marketable investment securities during the nine months ended September 30, 2025.
​
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $942 million during the nine months ended September 30, 2025, an increase of $680 million compared to the same period in 2024. This increase primarily resulted from interest expense related to debt issuances in the third and fourth quarters of 2024, partially offset by the redemption of debt that matured in March and November 2024 and debt tendered for exchange and cancelled in the fourth quarter of 2024. In addition, the nine months ended September 30, 2025 was positively impacted by a $44 million increase in capitalized interest compared to the same period in 2024 due to a higher capitalization rate, partially offset by fewer activities that qualify for capitalization. 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. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

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

​
Other, net. “Other, net” income totaled $105 million during the nine months ended September 30, 2025, compared to expense of $66 million during the same period in 2024. The nine months ended September 30, 2025 was positively impacted by $59 million in asset sales and other net gains, $17 million in net gains on marketable and non-marketable investment securities and $11 million of early debt extinguishment gains from the repurchases of our senior secured notes. The nine months ended September 30, 2024 was negatively impacted by a $74 million loss in equity in earnings, including $63 million from our portion of Invidi’s goodwill impairment, and $42 million in net losses and impairments on marketable and non-marketable investment securities, partially offset by $50 million in asset sales and other net gains. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Income tax (provision) benefit, net. Our income tax benefit was $4.305 billion during the nine months ended September 30, 2025, an increase of $4.251 billion compared to the same period in 2024. The change was primarily related to a decrease in “Income (loss) before income taxes” and the change in our effective tax rate. Our effective tax rate during the nine months ended September 30, 2024 was impacted by federal, state and foreign valuation allowances.
​
Non-GAAP Performance Measures and Reconciliation
​
It is management’s intent to provide non-GAAP financial information to enhance the understanding of our financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) , and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.
​

114

Table of Contents
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
​

​
Segment OIBDA and Adjusted OIBDA
Segment OIBDA and Adjusted OIBDA, which are presented below, are non-GAAP measures and do not purport to be alternatives to operating income (loss) as a measure of operating performance.
​
Segment OIBDA is calculated by adding back depreciation and amortization expense to business segments operating income (loss). See Note 11 to the Notes to our Condensed Consolidated Financial Statements for further information. 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 evaluating operating performance in relation to our competitors.
​
Segment Adjusted OIBDA is calculated by adding back depreciation and amortization expense and impairments and other to business segments operating income (loss). We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments as it excludes one-time, non-cash items that we do not consider to be reflective of our ongoing operating performance.
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended September 30, 2025
    
Pay-TV
    
Wireless
    
Broadband and Satellite Services
    
​
Eliminations
    
Consolidated

​
​
(In thousands)

Segment operating income (loss)
​
$
549,388
​
$
(16,883,499)
​
$
(308,327)
​
$
563
​
$
(16,641,875)

Depreciation and amortization
​
​
61,049
​
​
229,615
​
​
100,730
​
​
(103)
​
​
391,291

OIBDA
​
​
610,437
​
​
(16,653,884)
​
​
(207,597)
​
​
460
​
​
(16,250,584)

Impairments and other
​
​
—
​
​
16,199,344
​
​
282,124
​
​
—
​
​
16,481,468

Adjusted OIBDA
​
$
610,437
​
$
(454,540)
​
$
74,527
​
$
460
​
$
230,884

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

For the Three Months Ended September 30, 2024
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Segment operating income (loss)
​
$
588,501
​
$
(714,062)
​
$
(36,116)
​
$
910
​
$
(160,767)

Depreciation and amortization
​
​
87,502
​
​
276,702
​
​
113,642
​
​
(412)
​
​
477,434

OIBDA
​
​
676,003
​
​
(437,360)
​
​
77,526
​
​
498
​
​
316,667

Impairments and other
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Adjusted OIBDA
​
$
676,003
​
$
(437,360)
​
$
77,526
​
$
498
​
$
316,667

​
​

115

Table of Contents
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
​

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Nine Months Ended September 30, 2025
    
Pay-TV
    
Wireless
    
Broadband and Satellite Services
    
​
Eliminations
    
Consolidated

​
​
(In thousands)

Segment operating income (loss)
​
$
1,798,370
​
$
(18,378,749)
​
$
(364,260)
​
$
1,224
​
$
(16,943,415)

Depreciation and amortization
​
​
205,317
​
​
857,821
​
​
310,065
​
​
(524)
​
​
1,372,679

OIBDA
​
​
2,003,687
​
​
(17,520,928)
​
​
(54,195)
​
​
700
​
​
(15,570,736)

Impairments and other
​
​
—
​
​
16,199,344
​
​
282,124
​
​
—
​
​
16,481,468

Adjusted OIBDA
​
$
2,003,687
​
$
(1,321,584)
​
$
227,929
​
$
700
​
$
910,732

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

For the Nine Months Ended September 30, 2024
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Segment operating income (loss)
​
$
1,926,361
​
$
(2,059,532)
​
$
(110,256)
​
$
2,047
​
$
(241,380)

Depreciation and amortization
​
​
258,153
​
​
864,237
​
​
349,461
​
​
(1,492)
​
​
1,470,359

OIBDA
​
​
2,184,514
​
​
(1,195,295)
​
​
239,205
​
​
555
​
​
1,228,979

Impairments and other
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Adjusted OIBDA
​
$
2,184,514
​
$
(1,195,295)
​
$
239,205
​
$
555
​
$
1,228,979

​
The changes in OIBDA and Adjusted OIBDA during the three and nine months ended September 30, 2025, compared to the same period in 2024, were primarily a result of the factors described in connection with operating revenues and operating expenses.
​

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

GUARANTOR FINANCIAL INFORMATION
​
Our senior secured notes, consisting of our 10 3/4% Senior Secured Notes due 2029 and 6 3/4% Senior Secured Notes due 2030 and our 3 7/8% Convertible Secured Notes due 2030 (together, the “EchoStar Notes”), are jointly and severally guaranteed on a senior secured basis by certain of our wholly-owned subsidiaries (the “Guarantors”). The Guarantors consist of, Northstar Wireless, L.L.C., SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. (the “Spectrum Assets Guarantors”) and Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. the (“Equity Pledge Guarantors”).
​
Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee the EchoStar Notes. The guarantee of the Guarantors will be discharged and released in accordance with the terms of the applicable indenture. The rights of holders of the EchoStar Notes against the Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law.
​
Each entity in the summarized combined financial information follows the same accounting policies as described in our condensed consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis and is derived from EchoStar’s condensed consolidated financial statements; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.
​
The summarized balance sheet information for the combined obligor group of the EchoStar Notes is presented in the table below.
​
​

​

​

​

​

​

​

​
​
As of

​
​
September 30,
​
December 31,

​
​
2025
​
2024

​
​
(In thousands)

Current assets
    
$
3,950,314
​
$
6,234,658

Noncurrent assets
​
​
12,398,692
​
​
17,397,691

Current liabilities
​
​
561,925
​
​
411,704

Noncurrent liabilities
​
​
9,464,002
​
​
9,254,862

Due from non-guarantors
​
​
1,396,854
​
​
1,470,067

​
​

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

​
The summarized results of operations information for the combined obligor group of the EchoStar Notes is presented in the table below.
​
​

​

​

​

​
​
For the Nine Months Ended 

​
​
September 30, 2025

​
​
(In thousands)

Total revenues
    
$
499

Operating income (loss)
​
​
(5,212,939)

Net income (loss)
​
​
(4,207,528)

​
LIQUIDITY AND CAPITAL RESOURCES
​
Cash, Cash Equivalents, Current Restricted Cash and Cash Equivalents and Current Marketable Investment Securities
​
We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information regarding our current restricted cash and cash equivalents and marketable investment securities. As of September 30, 2025, cash, cash equivalents, current restricted cash and cash equivalents, and current marketable investment securities totaled $4.043 billion compared to $5.698 billion as of December 31, 2024, a decrease of $1.655 billion. This decrease in cash, cash equivalents, current restricted cash and cash equivalents and current marketable investment securities primarily resulted from capital expenditures, net of refunds, of $1.484 billion (including capitalized interest related to regulatory authorizations), the redemption of our Term Loan due 2025 of $500 million and repurchases of our 5 1/4% Senior Secured Notes due 2026 of $123 million, partially offset by cash generated from operating activities of $326 million and $150 million in proceeds from the additional issuance of our 10 3/4% Senior Secured Notes due 2029 .
​
Cash Flow
​
The following discussion highlights our cash flow activities during the nine months ended September 30, 2025.
​
Cash flows from operating activities
​
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 debt,” and “Deferred tax expense (benefit).” In addition, “Net cash flows from operating activities” was impacted by the timing difference between book expense and cash payments, including income taxes, and other working capital changes.
​

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

​
Cash flows from investing activities
​
For the nine months ended September 30, 2025, we reported outflows from “Net cash flows from investing activities” of $1.650 billion primarily related to capital expenditures, net of refunds, of $1.484 billion (including capitalized interest related to regulatory authorizations) and $219 million in net purchases of marketable investment securities, partially offset by $47 million in proceeds from the sale of our Fiber business.
​
Cash flows from financing activities
​
For the nine months ended September 30, 2025, we reported outflows from “Net cash flows from financing activities” of $563 million primarily related to the redemption of our Term Loan due 2025 of $500 million, repurchases of our 5 1/4% Senior Secured Notes due 2026 of $123 million, repayments of long-term debt and finance lease obligations of $60 million and repurchases of our Class A common stock of $49 million, partially offset by and $150 million in proceeds from the additional issuance of our 10 3/4% Senior Secured Notes due 2029 .
​
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 obligations, make investments (including strategic wireless investments), fund acquisitions and for certain other activities. Free cash flow is not a measure determined in accordance with GAAP and should not be considered a substitute for “Operating income (loss),” “Net income (loss),” “Net cash flows from operating activities” or any other measure determined in accordance with GAAP. Since free cash flow includes investments in operating assets, we believe this non-GAAP liquidity measure is useful in addition to the most directly comparable GAAP measure “Net cash flows from operating activities.”
​
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 Condensed Consolidated Statements of Cash Flows included herein. Operating asset and liability balances can fluctuate significantly from period to period and there can be no assurance that free cash flow will not be negatively impacted by material changes in operating assets and liabilities in future periods, since these changes depend upon, among other things, management’s timing of payments and control of inventory levels, and cash receipts. In addition to fluctuations resulting from changes in operating assets and liabilities, free cash flow can vary significantly from period to period depending upon, among other things, subscriber additions (losses), service revenue, subscriber churn, subscriber acquisition and retention costs including amounts capitalized under our equipment lease programs for DISH TV subscribers, operating efficiencies, increases or decreases in purchases of property and equipment, expenditures related to our 5G Network and our Hybrid MNO Network, cash interest payments and other factors.
​

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

​
The following table reconciles free cash flow to “Net cash flows from operating activities.”
​
​

​

​

​

​

​

​

​
​
For the Nine Months Ended 

​
​
September 30,

​
    
2025
    
2024

​
​
(In thousands)

Net cash flows from operating activities
    
$
325,948
​
$
1,207,144

Purchases of property and equipment, net of refunds (including capitalized interest related to regulatory authorizations)
​
​
(1,483,943)
​
​
(1,843,595)

Free cash flow
​
$
(1,157,995)
​
$
(636,451)

​
Operational Liquidity
​
We make general investments in property such as, among others, satellites, wireless devices, set-top boxes, information technology and facilities that support our Pay-TV, Wireless and Broadband and Satellite Services segments. For some of these investments, 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.
​
Since we are primarily a subscriber-based company, we make subscriber-specific investments to acquire new subscribers and retain existing subscribers. While the general investments may be deferred without impacting the business in the short-term, the subscriber-specific investments are less discretionary. Our overall objective is to generate sufficient cash flow over the life of each subscriber to provide an adequate return against the upfront investment. Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment.
​
There are a number of factors that impact our future cash flow compared to the cash flow we generate at a given point in time.  The first factor is our churn rate and how successful we are at retaining our current subscribers.  To the extent we lose subscribers from our existing base, the positive cash flow from that base is correspondingly reduced.  The second factor is how successful we are at maintaining our service margins. To the extent our “Cost of services” grow faster than our “Service revenue,” the amount of cash flow that is generated per existing subscriber is reduced.  Our Pay-TV service margins have been reduced by, among other things, higher programming costs. Our Wireless service margins are impacted by, among other things, our MNSA agreement with T-Mobile and our NSA agreement with AT&T and the speed with which we are able to transition Wireless subscribers to our Hybrid MNO Network.  The third factor is the rate at which we acquire new Pay-TV, Wireless and Broadband subscribers.  The faster we acquire new subscribers, the more our positive ongoing cash flow from existing subscribers is offset by the negative upfront cash flow associated with acquiring new subscribers. Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period. 
​

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

​
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 capital expenditures (including capitalized interest) to decrease during the fourth quarter of 2025. As a result, our historical cash flow is not necessarily indicative of our future cash flows. As of September 30, 2025, we experienced negative free cash flow. We expect that this trend will continue in 2025 and in future periods until we receive the cash inflows from the AT&T Transactions and SpaceX Transactions. In addition, declines in our subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines for some if not all of our segments will not continue.
​
Beginning on  October 1, 2025 , and ending at the close of business on  December 31, 2025, our 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.
​
Subscriber Base – Pay TV, Wireless and Broadband and Satellite Services Segments
​
See “Results of Operations” above for further information.
​
Subscriber Acquisition and Retention Costs
​
We incur significant upfront costs to acquire Pay-TV, Wireless and Broadband subscribers, including, but not limited to, advertising, independent third-party retailer incentives, payments made to third parties, equipment and wireless device subsidies, installation services and/or new customer promotions. While we attempt to recoup these upfront costs over the lives of their subscription, there can be no assurance that we will be successful in achieving that objective. We employ certain business rules for acquiring subscribers, including, but not limited to, minimum credit requirements, identity verification and contractual commitments. We strive to provide outstanding customer service to increase the likelihood of customers keeping their service over longer periods of time. Our subscriber acquisition costs may vary significantly from period to period.
​
We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers, and by providing retention credits. As with our subscriber acquisition costs, our retention upgrade spending includes the cost of equipment and installation services. In certain circumstances, we also offer programming at no additional charge and/or promotional pricing for limited periods to existing customers in exchange for a contractual commitment to receive service for a minimum term. A component of our retention efforts includes the installation of equipment for customers who move. Retention costs for Wireless subscribers are primarily related to promotional pricing on upgraded wireless devices for qualified existing subscribers and promotional credits. Our DISH TV and Wireless subscriber retention costs may vary significantly from period to period.
​
Seasonality
​
Historically, the first half of the year generally produces fewer gross new DISH TV subscriber activations than the second half of the year, as is typical in the pay-TV industry. In addition, the first and fourth quarters generally produce a lower DISH TV churn rate than the second and third quarters. However, in recent years, as the pay-TV industry has matured, we and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. As a result, historical trends in seasonality described above may not be indicative of future trends.
​

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

Our net SLING TV subscriber additions are impacted by, among other things, certain major sporting events and other major television events. The first and third quarters generally produce higher gross new Wireless subscriber activations. The historical trends discussed above, for net DISH TV subscriber additions, net SLING TV subscriber additions and gross new Wireless subscriber activations, may not be indicative of future trends. There can be no assurance that these trends will not continue and/or accelerate.
​
Satellites
​
Pay-TV Segment. Operation of our DISH TV services requires that we have adequate satellite transmission capacity for the programming that we offer. Moreover, competitive conditions may require that we expand our offering of new programming. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of critical programming or a significant delay in our plans to expand programming as necessary to remain competitive and cause us to expend a significant portion of our cash to acquire or lease additional satellite capacity.
​
Broadband and Satellite Services Segment. Operation of our Broadband and Satellite Services segment also requires adequate satellite transmission capacity for the services that we offer. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of services.
​
Covenants and Restrictions Related to our Long-Term Debt
​
We are subject to the covenants and restrictions set forth in the indentures related to our long-term debt.
​
EchoStar Corporation
​
The indentures related to our outstanding EchoStar senior secured notes and convertible senior secured notes contain restrictive covenants that, among other things, impose limitations on our and certain of our subsidiaries’ ability to: (i) incur or guarantee additional indebtedness; (ii)  make certain investments and other restricted payments; (iii) create liens; (iv) enter into certain transactions with affiliates; (v) merge or consolidate with another company; (vi)  transfer or sell assets; (vii) allow to exist certain restrictions on paying dividends or other payments; and (viii) guarantor engagement in new activities. Should we fail to comply with these covenants, all or a portion of the debt under the senior secured notes could become immediately payable. The senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the convertible senior secured notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their convertible notes. As of the date of filing of this Quarterly Report on Form 10-Q, we were in compliance with the covenants and restrictions related to our long-term debt.
​

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

​
DISH Network and DISH DBS Corporation
​
The indentures related to our outstanding senior notes issued by DISH DBS Corporation (“DISH DBS”) contain restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii)  transfer or sell assets. The indentures related to our outstanding DISH Network and DISH DBS senior secured notes contain restrictive covenants that, among other things, impose limitations on our ability and certain of our subsidiaries to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on our capital stock or repurchase our capital stock; (iv) make certain investments of spectrum collateral; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. Should we fail to comply with these covenants, all or a portion of the debt under the senior notes, senior secured notes and our other long-term debt could become immediately payable. The senior notes and senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the Convertible Notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their Convertible Notes. As of the date of filing of this Quarterly Report on Form 10-Q, we, DISH Network and DISH DBS were in compliance with the covenants and restrictions related to our respective long-term debt.
​
Hughes Satellite Systems Corporation
​
The indentures related to our outstanding senior notes issued by Hughes Satellite Systems Corporation (“HSSC”) contain restrictive covenants that, among other things, impose limitations on the ability of HSSC and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make distributions on HSSC’s capital stock or repurchase HSSC’s capital stock; (iii) allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. As of the date of filing of this Quarterly Report on Form 10-Q, we and HSSC were in compliance with the covenants and restrictions related to our respective long-term debt.
​
Other
​
We are also vulnerable to fraud, particularly in the acquisition of new subscribers, which includes the sale of wireless devices. While we are addressing the impact of subscriber fraud through a number of actions, there can be no assurance that we will not continue to experience fraud or that any fraud we have experienced does not accelerate, which could impact our subscriber growth and churn. Economic weakness may create greater incentive for signal theft, piracy and subscriber fraud, which could lead to higher subscriber churn and reduced revenue.
​

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

​
Obligations and Future Capital Requirements
​
Contractual Obligations
​
See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Future Capital Requirements
​
We expect to fund our future working capital, capital expenditures, other investments and debt service requirements for the next twelve months from cash generated from operations, existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.
​
The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies, depending on, among other things, the potential purchase of additional wireless spectrum licenses, including any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC, and the rate at which we acquire new subscribers and the cost of subscriber acquisition and retention. Certain of our capital expenditures for 2025 are expected to be driven by costs associated with our Hybrid MNO network and subscriber premises equipment. These expenditures are necessary for our Hybrid MNO network as well as to operate and maintain our DISH TV services. Consequently, we consider certain of them to be non-discretionary.
​
Our capital expenditures vary depending on, among other things, the number of satellites leased or under construction at any point in time and could increase materially as a result of increased competition, significant satellite failures or economic weakness and uncertainty. Our DISH TV and Broadband subscriber bases have been declining and there can be no assurance that both subscriber bases will not continue to decline and that the pace of such decline will not accelerate. In the event that our DISH TV and Broadband subscriber bases continues to decline, it will have a material adverse long-term effect on our cash flow.
​
Volatility in the financial markets has made it more difficult at times for issuers of high-yield indebtedness, such as us, to access capital markets at favorable terms or at all . These developments may have a significant effect on our cost of financing and our liquidity position.
​
Wireless Segment – 5G Network
​
See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Availability of Credit and Effect on Liquidity
​
The ability to raise capital has generally existed for us despite economic weakness and uncertainty. While modest fluctuations in the cost of capital will not likely impact our current operational plans, significant fluctuations could have a material adverse effect on our business, results of operations and financial condition.
​

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

​
Debt Issuances and Maturity
​
10 3/4% Senior Secured Notes due 2029
​
On May 8, 2025, we issued $150 million 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.
​
Term Loan Due 2025
​
Our Term Loan Due 2025 with an aggregate principal balance of $500 million was redeemed as of September 30, 2025.
​
5   1/4% Senior Secured Notes due 2026
​
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.
​
New Accounting Pronouncements
See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
​

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
​
There have been no material changes in our market risk during the nine months ended September 30, 2025. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.
​
Item 4. CONTROLS AND PROCEDURES
​
Conclusion regarding disclosure controls and procedures
​
Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
​
Changes in internal control over financial reporting
​
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
​
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
​
See Note 10 “ Commitments and Contingencies – Contingencies – Litigation ” in the Notes to our Condensed Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.
​
Item 1A. RISK FACTORS
​
Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December  31, 2024 includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
​
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.
​
The transaction agreements governing the AT&T Transactions and SpaceX Transactions (together, the “Transaction Agreements”) are subject to certain closing conditions including the satisfaction of certain antitrust, FCC and other regulatory approvals, none of which have been satisfied yet. Governmental agencies might not approve the AT&T Transactions and/or the SpaceX Transactions or may impose conditions to any such approval or require changes to the terms of such transactions. Any such condition or change could have the effect of delaying completion of the AT&T Transactions and/or SpaceX Transactions, imposing costs on or otherwise reducing the anticipated benefits of the transactions. Furthermore, under the Transaction Agreements, each party’s obligation to consummate the transactions are also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Transaction Agreements.
​

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​

As a result of these conditions, we cannot provide assurance that the AT&T Transactions and/or SpaceX Transactions will be completed on the terms or timeline currently contemplated, or at all. If such conditions are not fulfilled by the deadlines in the applicable Transaction Agreements (including applicable extensions provided under the Transaction Agreements), the Transaction Agreements may be terminated and the AT&T Transactions and/or SpaceX Transactions may not be completed.
​
Because each of the AT&T Transactions and the SpaceX Transactions are independently reviewed by the applicable government agencies, we cannot guarantee that any of the above risks are only subject to one of the transactions and not the other. Neither the AT&T Transactions nor the SpaceX Transactions are contingent on the other. Conditions, delays or other changes placed on one transaction may only affect that transaction, but nonetheless, may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities. If completed, both the AT&T Transactions and SpaceX Transactions would result in significant cash being recognized by us and as a result, our future results and success depend on the completion of such transactions. Any delay in completion of the AT&T Transactions and SpaceX Transactions, material conditions imposed or other event or condition which negatively impacts those transactions may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities.
​
We do not expect approval of the AT&T Transactions or SpaceX Transactions during a government shutdown, and the continuation of a government shutdown may materially delay our ability to consummate the AT&T Transactions and/or SpaceX Transactions. Any delay in approval may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities.
​
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 suppliers, including suppliers with manufacturing in China and other countries, for various materials in our 5G Network, satellite and related infrastructure, Pay-TV and Wireless businesses. Changes in U.S. or foreign trade policies, including, but not limited to, new or increased tariffs, export controls, trade restrictions or sanctions, have resulted, and may continue to result, in higher costs for the wireless devices and other equipment we procure.
​
Supply chain disruptions, customs delays, new compliance requirements and other challenges may cause delays in deploying network infrastructure and customer equipment, increase our operational expenses, and impact our ability to meet customer demand. Although we attempt to mitigate these risks through alternative sourcing and operational efficiencies, these efforts may not be successful or sufficient.
​
If we are unable to pass increased costs to customers without negatively impacting demand, or offset them through other measures, our business, financial condition and results of operations could be materially adversely affected.
​
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.
​
As of the date of this report, we and certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our anticipated working capital needs, capital expenditures, interest payments, debt maturities and other contractual obligations over the next twelve months. These conditions raise substantial doubt about our ability to continue as a going concern and, as a result, a ‘going concern’ disclosure appears in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
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We expect completion of either of the AT&T Transactions or SpaceX Transactions to fully resolve our going concern qualification, except for our Hughes Satellite Systems Corporation subsidiary. However, failure to complete the transactions or a significant reduction in consideration from the transactions may result in the continuation of our going concern qualification.
​
The presence of a going concern uncertainty may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all. There can be no assurance that management’s plans to mitigate these risks will be successful on a timely basis or at all. If we are unable to secure adequate liquidity on an acceptable timeline or at all, we may not be able to continue as a going concern, which could result in a total loss of your investment. In addition, as our cash and cash equivalents balance declines, the risks described above may continue, increase or accelerate at any time and with or without notice.
​
In the event that the going concern qualification continues after the completion or non-completion of the AT&T Transactions and SpaceX Transactions, we may take additional actions to protect our interest in our Wireless Licenses and other assets that may negatively impact the value of your investment in our securities, including, under certain circumstances, filing for relief under Chapter 11 of Title 11 of the United States Code, if we determine that such an action is in the best interests of the Company and our stakeholders.
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In addition, even if we complete the AT&T Transactions and SpaceX Transactions, due to government action and creditor claims, our RAN-related infrastructure subsidiary, DISH Wireless L.L.C. (“DWLLC”), may not be able to operate as a going concern.
​
Certain actions that we, or certain of our subsidiaries, may take, including a potential voluntary Chapter 11 bankruptcy filing could have material adverse consequences to us and such subsidiaries, including, but not limited to: (i) disruption of relationships with vendors, suppliers, employees and customers; (ii) limitations on the ability to access capital markets or otherwise obtain financing on favorable terms or at all; (iii) limitations on the ability to take advantage of business opportunities; (iv) reputational harm; (v) potential delisting of securities from trading exchanges; and (vi) significant administrative costs and diversion of management attention. Furthermore, the outcome of any of the actions that we, or certain of our subsidiaries, may take, including a filing for relief under Chapter 11, is inherently uncertain and may result in a loss of control by our principal stockholder or a material reduction in the value or change in the relative priority of existing equity or debt securities.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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Issuer Purchases of Equity Securities
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Stock Repurchase Program
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The following table provides information regarding repurchases of our Class A common stock from July 1, 2025 through September 30, 2025:
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​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
Total Number of
​
Maximum Approximate

​
​
Total
​
​
​
​
Shares Purchased
​
Dollar Value of Shares

​
​
Number of
​
Average
​
as Part of Publicly
​
that May Yet be

​
​
Shares
​
Price Paid
​
Announced
​
Purchased Under the

Period
    
Purchased
    
per Share
    
Programs
    
Programs (1)

​
​
(In thousands, except share data)

July 1, 2025 - July 31, 2025
​
—
​
$
—
​
—
​
$
1,000,000

August 1, 2025 - August 31, 2025
​
1,789,020
​
$
27.12
​
1,789,020
​
$
951,488

September 1, 2025 - September 30, 2025
​
—
​
$
—
​
—
​
$
951,488

Total
​
1,789,020
​
$
27.12
​
1,789,020
​
$
951,488

(1) Our Board of Directors previously authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2025. On October 24, 2025, our Board of Directors extended the plan and authorized an increase in the maximum dollar value of shares that may be repurchased under the plan, such that we are currently authorized to repurchase up to $1.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors.
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Item 5. OTHER INFORMATION
​
10b5-1 Trading Arrangements
​
None of the Company’s directors or Section 16 officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:
​
On  September 12, 2025 ,  Paul Orban ,  Executive Vice President and Chief Financial Officer , DISH,  adopted  a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the potential sale of up to  52,874 shares (including certain options that expire on April 1, 2034) of our Class A common stock, subject to certain conditions. The arrangement's expiration date is September 11, 2026 .
​
On  September 12, 2025 ,  Hamid Akhvan ,  President and Chief Executive Officer and a member of our Board of Directors ,  adopted  a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the potential sale of up to  285,832 shares (including certain options that expire on April 1, 2034) of our Class A common stock, subject to certain conditions. The arrangement's expiration date is September 11, 2026 .
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Item 6. EXHIBITS
Exhibits.
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​

​

​

TEST

​

​

​

​
​

4.1 ◻
First Supplemental Indenture, relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of September 7, 2025, by and among EchoStar Corporation, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent.

​
​

4.2 ◻
First Supplemental Indenture, relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030, dated as of September 7, 2025, by and among EchoStar Corporation, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent.

​
​

4.3 ◻
Second Supplemental Indenture, relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030, dated as of September 29, 2025, by and among EchoStar Corporation, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent.

​
​

4.4 ◻
First Supplemental Indenture, relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of September 7, 2025, by and among EchoStar Corporation, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent.

​
​

10.1 ◻
License Purchase Agreement, dated as of August 25, 2025, by and among EchoStar Corporation and AT&T Mobility II LLC. **

​
​

10.2 ◻
License Purchase Agreement, dated as of September 7, 2025, by and among EchoStar Corporation, Space Exploration Technologies Corp. and Spectrum Business Trust 2025-1. **

​
​

22 ◻
List of Subsidiary Guarantors

​
​

31.1 ◻
Section 302 Certification of Chief Executive Officer.

​
​

31.2 ◻
Section 302 Certification of Chief Financial Officer.

​
​
​
​

32.1 ◻
Section 906 Certification of Chief Executive Officer.

​
​
​
​

32.2 ◻
Section 906 Certification of Chief Financial Officer.

​
​

99.1*
Letter to EchoStar regarding review of compliance with its federal obligations to provide 5G service throughout the United States, dated May 9, 2025 (incorporated by reference from Exhibit 99.1 to EchoStar Corporation’s Current Report on Form 8-K filed May 13, 2025).

​
​
​
​

99.2*
Letter to EchoStar regarding review of compliance with its federal obligations to provide 5G service throughout the United States, dated September 8, 2025 (incorporated by reference from Exhibit 99.1 to EchoStar Corporation’s Current Report on Form 8-K filed September 9, 2025).

​
​
​
​

101 ◻
The following materials from the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended September 30, 2025 filed on November 6, 2025 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements.

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​

104 ◻
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

◻ Filed herewith.
* Incorporated by reference.
**
Certain portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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​

​

​
ECHOSTAR CORPORATION

​
​
​

​
By:
/s/ Hamid Akhavan

​
​
Hamid Akhavan

​
​
President and Chief Executive Officer and Director (Principal Executive Officer)

​
​
​

​
By:
/s/ Paul W. Orban

​
​
Paul W. Orban

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

Date: November 6, 2025
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