SEC EDGAR · 10-Q
10-Q – 2026-05-11 – sats-20260331x10q.htm

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Omsättning
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 110
| ● We face intense and increasing competition from providers of video, broadband and/or wireless services. Changing consumer behavior and new technologies in our Pay-TV and/or Wireless business may reduce our subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us. |
| ● If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue. |
Deferred revenue and other |
Long-term deferred revenue and other long-term liabilities |
Revenue: |
Service revenue |
Equipment sales and other revenue |
Rörelseresultat
Operating income (loss) |
| Our chief operating decision maker (“CODM”) is our Chairman, President and Chief Executive Officer. “OIBDA,” defined as “Operating income (loss)” plus “Depreciation and amortization,” is the primary measure used by our CODM to evaluate segment operating performance. The CODM regularly reviews budget-to-actual variances of OIBDA when evaluating segment performance and allocating resources to each segment. |
| The revenue, expense, operating income (loss) and OIBDA by segment were as follows: |
(2) “Other” primarily consists of variable costs including call center, manufacturing, dealer incentive, bad debt, billing and other variable costs, as well as costs to retain our subscribers. | (3) OIBDA is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in eva |
Operating income before depreciation and amortization (“OIBDA”). OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization.” This non-GAAP measure is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below. |
| Operating income before depreciation and amortization, and impairments and other (“Adjusted OIBDA”). Adjusted OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization,” and “Impairments and other.” This non-GAAP measure is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below. |
| Revenue and operating income (loss) by segment are shown in the table below: |
Operating income (loss): |
Periodens resultat
Net income (loss) |
Less: Net income (loss) attributable to noncontrolling interests, net of tax |
Net income (loss) attributable to EchoStar |
Basic net income (loss) per share attributable to EchoStar |
Diluted net income (loss) per share attributable to EchoStar |
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss) |
Net income (loss) attributable to noncontrolling interests |
Net income (loss) |
Resultat per aktie
Earnings per share - Class A and B common stock: |
| We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our convertible notes, as detailed in Note 9, were converted. The potential dilution from stock awards is accounted for using the treasury stock met |
| The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation. |
| Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warra |
Kassaflöde
| The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases. |
| Supplemental cash flow information related to leases was as follows: |
| Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. |
| Our Pay-TV subscriber base has been declining due to, among other things, the factors described above. There can be no assurance that our Pay-TV subscriber base will not continue to decline and that the pace of such decline will not accelerate. As our Pay-TV subscriber base continues to decline, it could have a material adverse long-term effect on our business, results of operations, financial condition and cash flow. |
| Cash Flow |
| The following discussion highlights our cash flow activities during the three months ended March 31, 2026. |
| Free Cash Flow |
| We define free cash flow as “Net cash flows from operating activities” less: (i) “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 investments), fund acquisitions |
Fritt kassaflöde
| Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. |
| Free Cash Flow |
| We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” 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 investments), fund acquisitions |
| 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” 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 |
| The following table reconciles free cash flow to “Net cash flows from operating activities.” |
Free cash flow |
Likvida medel
Cash and cash equivalents |
Effect of exchange rates on cash and cash equivalents |
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents |
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5) |
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5) |
| Our cash and cash equivalents and marketable investment securities totaled $ 1.516 billion as of March 31, 2026 (“Cash on Hand”). As reflected in the condensed consolidated financial statements as of March 31, 2026, we have $ 2.0 billion of 7 3/4% Senior Notes due July 1, 2026 , $ 1.377 billion of 5 1/4% Senior Secured Notes and 6 5/8% Senior Notes due August 1, 2026, and $ 2.750 billion of 5 1/4% Senior Secured Notes due December 1, 2026 . In addition, the re-auction of certain AWS-3 licenses p |
| As of March 31, 2026 and December 31, 2025, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of debt, finance lease and other obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates. |
5. Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments |
Nettoskuld
Adjustments to reconcile net income (loss) to net cash flows from operating activities: |
Net cash flows from operating activities |
Net cash flows from investing activities |
Net cash flows from financing activities |
| Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. |
| For the three months ended March 31, 2026, we reported inflows from “Net cash flows from operating activities” of $238 million was attributable to $62 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,” “Non-cash, stock-based compensation” expense, and “Deferred tax expense (benefit).” In addition, “Net cash flows from operatin |
| For the three months ended March 31, 2026, we reported inflows from “Net cash flows from investing activities” of $849 million primarily related to $944 million in net sales of marketable investment securities, partially offset by capital expenditures of $133 million (including capitalized interest related to regulatory authorizations). |
| For the three months ended March 31, 2026, we reported outflows from “Net cash flows from financing activities” of $1.783 billion primarily related to the redemption of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 of $1.787 billion. |
Eget kapital
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 3
Liabilities and Stockholders’ Equity (Deficit) |
Stockholders’ Equity (Deficit): |
Total EchoStar stockholders’ equity (deficit) |
Total stockholders’ equity (deficit) |
Total liabilities and stockholders’ equity (deficit) |
ECHOSTAR CORPORATION | CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) | (In thousands)
| Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of ma |
Antal aktier
Class A common stock, $ 0.001 par value, 1,600,000,000 shares authorized, 159,722,874 and 159,266,457 shares issued, 157,933,854 and 157,477,437 shares outstanding, respectively |
Weighted-average common shares outstanding - Class A and B common stock: |
| We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our convertible notes, as detailed in Note 9, were converted. The potential dilution from stock awards is accounted for using the treasury stock met |
| The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation. |
| Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warra |
| In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes due 2026, the number of shares of DISH Network Class A Common Stock underlying the Convertible Notes due 2026, which initially gives us the option to purchase approximately 46 million shares of |
| Concurrently with entering into the convertible note hedge transactions, we also entered into warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of DISH Network Class A common stock, which initially gives the option counterparties the option to purchase approximately 46 million shares of DISH Network Class A common stock at a price of approximately $ 8 |
| We will not be required to make any cash payments to each option counterparty or its affiliates upon the exercise of the options that are a part of the convertible note hedge transactions, but will be entitled to receive from them a number of shares of Class A common stock, an amount of cash or a combination thereof. This consideration is generally based on the amount by which the market price per share of Class A common stock, as measured under the terms of the convertible note hedge transactio |
Antal anställda
| ● Our business growth and customer retention strategies rely in part on the work of technically skilled employees. |
| On December 20, 2021, four former employees filed a class action complaint in the United States District Court for the District of Colorado against our wholly-owned subsidiary DISH Network, its Board of Directors, and its Retirement Plan Committee alleging fiduciary breaches arising from the management of our 401(k) Plan. The putative class, comprised of all participants in the Plan on or after January 20, 2016, alleges that the Plan had excessive recordkeeping and administrative expenses and th |
Organisk tillväxt
| Competition . Wireless communication services is a mature market with moderate year over year organic growth. Competitors include, among others, providers who offer similar wireless communication services, such as talk, text and data. Competitive factors within the wireless communication services industry include, but are not limited to, pricing, market saturation, service and product offerings, customer experience and service quality. We compete with a number of national wireless carriers, incl |
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EchoStar Corporation_MARCH 31, 2026
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=mj

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

Form  10-Q
(Mark One)
☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 .
OR
☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
Commission File Number: 001-33807
EchoStar Corporation
(Exact name of registrant as specified in its charter)




Nevada
26-1232727

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




9601 South Meridian Boulevard


Englewood , Colorado
80112

(Address of principal executive offices)
(Zip code)


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










Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value

SATS

The Nasdaq Stock Market L.L.C.


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

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



Large accelerated filer    ☒
Accelerated filer   ☐




Non-accelerated filer   ☐
Smaller reporting company   ☐





Emerging growth company   ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 30, 2026, the registrant’s outstanding common stock consisted of 158,465,020 shares of Class A common stock and 131,348,468 shares of Class B common stock.





Table of Contents

TABLE OF CONTENTS







PART I — FINANCIAL INFORMATION







Disclosure Regarding Forward-Looking Statements
i





Item 1.
Financial Statements
1






Condensed Consolidated Balance Sheets
1






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






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






Condensed Consolidated Statements of Cash Flows
4






Notes to Condensed Consolidated Financial Statements
5





Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
69





Item 3.
Quantitative and Qualitative Disclosures About Market Risk
109





Item 4.
Controls and Procedures
109





PART II — OTHER INFORMATION





Item 1.
Legal Proceedings
109





Item 1A.
Risk Factors
109





Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
110





Item 3.
Defaults Upon Senior Securities
None





Item 4.
Mine Safety Disclosures
None





Item 5.
Other Information
110





Item 6.
Exhibits
111






Signatures
112






Table of Contents

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

SUMMARY OF RISK FACTORS

Risks Relating to Pending Transactions

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

Risks Related to Our Potential Investment in SpaceX

● Investor expectations regarding our potential investment in SpaceX may be currently influencing our stock price, and, if so, any adverse developments relating to SpaceX, changes in market perception of SpaceX or failure to complete the SpaceX Transaction could materially and negatively impact the market price of our Class A common stock.

Competition and Economic Risks

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

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

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

i

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

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

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

Operational and Service Delivery Risks

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

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

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

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

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

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

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

Risks Related to our Human Capital

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

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


ii

Table of Contents


Risks Related to our Products and Technology
 
● Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others. 

● We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

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

Risks Related to Cybersecurity

● We have experienced and may experience in the future consistent cyber-attacks and attempts to gain unauthorized access to our systems and a ny failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations could disrupt or harm our business.

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

Acquisition and Capital Structure Risks

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

Risks Related to the Regulation of Our Business

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


iii

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



iv

Table of Contents

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
















As of  



March 31,

December 31,


    
2026
    
2025

Assets







Current Assets:







Cash and cash equivalents

$
1,343,780

$
1,883,074

Current restricted cash, cash equivalents and marketable investment securities (Note 5)


—


175,838

Marketable investment securities


172,323


1,100,891

Trade accounts receivable, net of allowance for credit losses of $ 83,611 and $ 79,590 , respectively


1,258,708


1,273,849

Inventory


395,123


380,647

Prepaids and other assets


359,657


284,194

Other current assets


19,849


34,678

Total current assets


3,549,440


5,133,171









Noncurrent Assets:







Restricted cash, cash equivalents and marketable investment securities


176,759


176,203

Property and equipment, net


2,200,571


2,243,515

Regulatory authorizations, net


34,550,802


34,548,952

Other investments, net


208,655


194,046

Operating lease assets


217,635


214,549

Intangible assets, net


51,236


54,413

Other noncurrent assets, net


420,594


451,506

Total noncurrent assets


37,826,252


37,883,184

Total assets

$
41,375,692

$
43,016,355









Liabilities and Stockholders’ Equity (Deficit)







Current Liabilities:







Trade accounts payable

$
579,907

$
541,706

Deferred revenue and other


620,733


639,173

Accrued programming


1,137,147


1,224,222

Accrued interest


626,229


309,462

Other accrued expenses and liabilities


2,564,432


2,327,587

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


6,237,306


7,321,269

Total current liabilities


11,765,754


12,363,419









Long-Term Obligations, Net of Current Portion:







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


18,015,274


18,658,602

Deferred tax liabilities, net


575,102


598,590

Operating lease liabilities


3,985,604


4,137,269

Long-term deferred revenue and other long-term liabilities


1,356,555


1,446,477

Total long-term obligations, net of current portion


23,932,535


24,840,938

Total liabilities


35,698,289


37,204,357









Commitments and Contingencies (Note 10)















Stockholders’ Equity (Deficit):







Class A common stock, $ 0.001 par value, 1,600,000,000 shares authorized, 159,722,874 and 159,266,457 shares issued, 157,933,854 and 157,477,437 shares outstanding, respectively


160


159

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


131


131

Additional paid-in capital


8,886,945


8,875,937

Accumulated other comprehensive income (loss)


( 181,786 )


( 183,188 )

Accumulated earnings (deficit)


( 3,025,628 )


( 2,878,743 )

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


( 48,512 )


( 48,512 )

Total EchoStar stockholders’ equity (deficit)


5,631,310


5,765,784

Noncontrolling interests


46,093


46,214

Total stockholders’ equity (deficit)


5,677,403


5,811,998

Total liabilities and stockholders’ equity (deficit)

$
41,375,692

$
43,016,355


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


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Table of Contents

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
















For the Three Months Ended 



March 31,


    
2026
    
2025

Revenue:







Service revenue

$
3,375,540

$
3,606,156

Equipment sales and other revenue


291,949


263,602

Total revenue


3,667,489


3,869,758









Costs and Expenses (exclusive of depreciation and amortization):







Cost of services


1,998,268


2,432,198

Cost of sales - equipment and other


536,907


439,508

Selling, general and administrative expenses


639,025


597,851

Depreciation and amortization


166,601


488,333

Impairments and other


( 66,159 )


—

Total costs and expenses


3,274,642


3,957,890









Operating income (loss)


392,847


( 88,132 )









Other Income (Expense):







Interest income


29,409


65,529

Interest expense, net of amounts capitalized (Note 2)


( 592,660 )


( 286,055 )

Other, net (Note 5)


2,184


41,390

Total other income (expense)


( 561,067 )


( 179,136 )









Income (loss) before income taxes


( 168,220 )


( 267,268 )

Income tax (provision) benefit, net


20,920


63,987

Net income (loss)


( 147,300 )


( 203,281 )

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


( 415 )


( 612 )

Net income (loss) attributable to EchoStar

$
( 146,885 )

$
( 202,669 )









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







Basic


289,014


286,513

Diluted


289,014


286,513









Earnings per share - Class A and B common stock:







Basic net income (loss) per share attributable to EchoStar

$
( 0.51 )

$
( 0.71 )

Diluted net income (loss) per share attributable to EchoStar

$
( 0.51 )

$
( 0.71 )









Comprehensive Income (Loss):







Net income (loss)

$
( 147,300 )

$
( 203,281 )

Other comprehensive income (loss):







Foreign currency translation adjustments


2,887


9,264

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


( 1,255 )


( 1,046 )

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


256


1,257

Deferred income tax (expense) benefit, net


( 192 )


173

Total other comprehensive income (loss), net of tax


1,696


9,648

Comprehensive income (loss)


( 145,604 )


( 193,633 )

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


( 121 )


1,190

Comprehensive income (loss) attributable to EchoStar

$
( 145,483 )

$
( 194,823 )


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


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Table of Contents

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




















































Accumulated















Class A and B

Additional

Other 

Accumulated











Common

Paid-In

Comprehensive

Earnings

Treasury

Noncontrolling





    
Stock
    
Capital
    
Income (Loss)
    
(Deficit)
    
Stock

Interests
    
Total

Balance, December 31, 2024

$
286

$
8,768,360

$
( 195,711 )

$
11,618,437

$
—

$
53,853

$
20,245,225

Issuance of Class A common stock


—


2,534


—


—


—


—


2,534

Non-cash, stock-based compensation


—


7,609


—


—


—


—


7,609

Other comprehensive income (loss)


—


—


7,846


—


—


1,802


9,648

Net income (loss) attributable to noncontrolling interests


—


—


—


—


—


( 612 )


( 612 )

Net income (loss) attributable to EchoStar


—


—


—


( 202,669 )


—


—


( 202,669 )

Other


—


955


—


—


—


—


955

Balance, March 31, 2025

$
286

$
8,779,458

$
( 187,865 )

$
11,415,768

$
—

$
55,043

$
20,062,690






















































Accumulated















Class A and B

Additional

Other 

Accumulated












Common

Paid-In

Comprehensive

Earnings

Treasury

Noncontrolling





    
Stock
    
Capital
    
Income (Loss)
    
(Deficit)
    
Stock

Interests
    
Total

Balance, December 31, 2025

$
290

$
8,875,937

$
( 183,188 )

$
( 2,878,743 )

$
( 48,512 )

$
46,214

$
5,811,998

Issuance of Class A common stock


1


7,512


—


—


—


—


7,513

Non-cash, stock-based compensation


—


10,233


—


—


—


—


10,233

Other comprehensive income (loss)


—


—


1,402


—


—


294


1,696

Other


—


( 6,737 )


—


—


—


—


( 6,737 )

Net income (loss) attributable to noncontrolling interests


—


—


—


—


—


( 415 )


( 415 )

Net income (loss) attributable to EchoStar


—


—


—


( 146,885 )


—


—


( 146,885 )

Balance, March 31, 2026

$
291

$
8,886,945

$
( 181,786 )

$
( 3,025,628 )

$
( 48,512 )

$
46,093

$
5,677,403


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


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Table of Contents

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
















For the Three Months Ended 



March 31,


    
2026
    
2025

Cash Flows From Operating Activities:







Net income (loss)
    
$
( 147,300 )

$
( 203,281 )

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







Depreciation and amortization


166,601


488,333

Impairments and other


( 66,159 )


—

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


2,737


( 35,769 )

Non-cash, stock-based compensation


10,233


7,609

Interest expense paid in kind on long-term debt


—


57,073

Deferred tax expense (benefit)


( 28,582 )


( 68,902 )

Changes in allowance for credit losses


4,021


( 1,987 )

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


( 60,073 )


( 2,772 )

Other, net


79,253


( 5,446 )

Changes in operating assets and operating liabilities, net


277,553


( 28,103 )

Net cash flows from operating activities


238,284


206,755









Cash Flows From Investing Activities:







Purchases of marketable investment securities


( 577,181 )


( 1,807,779 )

Sales and maturities of marketable investment securities


1,521,282


533,812

Purchases of property and equipment (Note 7)


( 133,435 )


( 258,427 )

Capitalized interest related to regulatory authorizations (Note 2)


—


( 120,057 )

Other, net


38,429


( 4,268 )

Net cash flows from investing activities


849,095


( 1,656,719 )









Cash Flows From Financing Activities:







Repayment of debt, finance lease and other obligations


( 5,654 )


( 24,671 )

Redemption and repurchases of debt (Note 9)


( 1,787,082 )


( 289,383 )

Early debt redemption gains (losses)


—


11,465

Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan


7,513


2,534

Other, net


1,727


( 31,792 )

Net cash flows from financing activities


( 1,783,496 )


( 331,847 )









Effect of exchange rates on cash and cash equivalents


( 240 )


1,714









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


( 696,357 )


( 1,780,097 )

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


2,182,155


4,593,804

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

$
1,485,798

$
2,813,707


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



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Table of Contents

ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Business Activities

Principal Business

EchoStar Corporation is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV   ®, DISH® TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands. EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) currently operate four primary business segments: (1) Pay-TV; (2) Wireless; (3) Broadband and Satellite Services; and (4) Other.

Recent Developments

AT&T License Purchase Agreement

On August 25, 2025, we and AT&T Mobility II LLC, a Delaware limited liability company, and subsidiary of AT&T Inc. (“AT&T”) entered into a License Purchase Agreement (the “AT&T License Purchase Agreement,” and the transactions contemplated thereby, the “AT&T Transactions”).

Pursuant to the terms and subject to the conditions set forth in the AT&T License Purchase Agreement, we have agreed to sell all our 3.45–3.55 GHz and 600 MHz spectrum licenses (collectively, the “3.45 GHz and 600 MHz Licenses”), and to a 99 -year extension of existing leases for AT&T’s exclusive use of certain wireless spectrum licenses in Hawaii for an aggregate purchase price of $ 22.650 billion in cash, subject to certain potential adjustments (the “Closing Purchase Price”). The AT&T License Purchase Agreement also extends to AT&T the right to lease certain 3.45 GHz licenses from us, which AT&T exercised, subject to a short-term spectrum manager lease, at the end of the third quarter of 2025.

The Closing Purchase Price is subject to downward adjustment in the event certain 3.45 GHz and 600 MHz Licenses are ultimately excluded by either us or AT&T under certain circumstances. We are not obligated to consummate the AT&T Transactions if the Closing Purchase Price, after giving effect to the aggregate amount of any such adjustments, is less than $ 18.6 billion (the “Minimum Purchase Price”). However, if the aggregate amount of such reductions would otherwise reduce the Closing Purchase Price below the Minimum Purchase Price, AT&T may elect to pay the Minimum Purchase Price at closing, in which case this condition will be deemed satisfied.

The AT&T License Purchase Agreement provides that, at the closing of the AT&T Transactions, any amounts outstanding under that certain Loan and Security Agreement, dated November 26, 2021, between DISH DBS as lender and DISH Network will be repaid in full using proceeds from the AT&T Transactions to the respective holders of the DISH 2021 Intercompany Loan (the “DISH 2021 Intercompany Loan Payoff”). The DISH 2021 Intercompany Loan Payoff includes $ 2.844 billion due to DISH DBS as of March 31, 2026 for the DISH 2021 Intercompany Loan 2028 Tranche. The DISH 2021 Intercompany Loan is secured by the 3.45 GHz Licenses and certain other wireless spectrum licenses. See Note 9 for definitions and further information.


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



In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”). As of March 31, 2026, the aggregate principal amount outstanding of our 11 3/4% Senior Secured Notes due November 15, 2027 was $ 3.5 billion and is secured by the 600 MHz Licenses.

The AT&T Transactions are subject to a number of terms and conditions set forth in the AT&T License Purchase Agreement. The completion of the AT&T Transactions are subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, certain government approvals, including, among other things, receipt of certain consents and approvals from the FCC and the United States Department of Justice (the “DOJ”). The AT&T License Purchase Agreement also provides for specified termination rights by each party in certain circumstances. The closing is expected to occur in the first half of 2026. The description of the AT&T License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

SpaceX License Purchase Agreement

On September 7, 2025, we, Space Exploration Technologies Corp., a Texas corporation (“SpaceX”), and Spectrum Business Trust 2025-1, a Nevada Business Trust (“Trust”), entered into a License Purchase Agreement (the “SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Initial SpaceX Transactions”).

Pursuant to the terms and subject to the conditions set forth in the SpaceX License Purchase Agreement, we agreed to sell to SpaceX our rights and licenses related to an aggregate of 50 MHz of spectrum in frequency ranges 2000–2020, 2180–2200, 1915–1920 and 1995– 2000 (the “ AWS-4 and H-Block Licenses” and such spectrum, “the Spectrum”) granted by the FCC, together with certain international authorizations, filings, concessions, licenses, rights and priorities related to that spectrum and certain assets associated therewith (collectively, the “Foreign Assets”).

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

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


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


The remaining amount after paying off the Seller Notes (the “Purchase Price”) will be paid by SpaceX to us as follows: (i) up to $ 8.5 billion will be paid in SpaceX’s Class A Common Stock, valued at $ 212 per share (the “Equity Amount”); and (ii) any amount of the Purchase Price exceeding $ 8.5 billion will be paid in cash. If the Total Payoff Consideration Amount exceeds $ 8.5 billion, we may elect to pay the excess in cash, our Class A Common Stock (with respect to the Convertible Notes due 2030), or both, to maintain our receipt of the full Equity Amount. However, if we elect not to pay such excess amount, the Equity Amount will be reduced dollar-for-dollar to ensure that the combined Equity Amount and Total Payoff Consideration Amount do not exceed the Total Consideration Amount. As of March 31, 2026, the aggregate principal amount outstanding of the Seller Notes was $ 9.821 billion and is secured by the AWS-4 and AWS-3 Licenses.

The Spectrum Transfer Closing is expected to occur in the first half of 2026. The Spectrum Acquisition Closing is expected to occur on or about November 30, 2027, following the expiration of the make-whole period for the Seller Notes and the date on which the Convertible Notes due 2030 become eligible for redemption. If SpaceX elects to proceed with the Spectrum Acquisition Closing prior to November 30, 2027, SpaceX will be responsible for any additional amounts required to satisfy the Seller Notes, other than additional amounts payable as a result of a default under the Seller Notes.

Additionally, in connection with the SpaceX License Purchase Agreement and the Initial SpaceX Transactions, on September 7, 2025, SpaceX and the Trust entered into a Credit Agreement, pursuant to which SpaceX has agreed upon the Spectrum Transfer Closing to loan to the Trust (via automatically cancellable loans) amounts sufficient to make debt service payments on the Seller Notes through at least November 30, 2027 (the “Interim Debt Service”), which will be secured on a junior lien basis by the AWS-4 and H-Block Licenses. The aggregate amount of payments for the Interim Debt Service through November 30, 2027 will equal approximately $ 2 billion and will be settled via a loan between us and SpaceX that automatically cancels upon the completion of the Spectrum Acquisition Closing. The Credit Agreement is generally on standard commercial terms and conditions and, as a beneficiary of the Credit Agreement, we have the ability to enforce the parties obligations under the Agreement. As of March 31, 2026, we have made approximately $ 414 million in cash interest payments on the Seller Notes, which is subject to reimbursement from SpaceX upon the Spectrum Transfer Closing.

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

Amended and Restated License Purchase Agreement

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


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



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

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

The SpaceX Transactions are subject to a number of terms and conditions set forth in the Amended and Restated SpaceX License Purchase Agreement. The completion of the SpaceX Transactions are subject to the satisfaction or waiver of customary closing conditions, including, among others, receipt of certain consents and approvals from the FCC and DOJ. The Amended and Restated SpaceX License Purchase Agreement also provides for specified termination rights.

The foregoing description of the Amended and Restated SpaceX License Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated SpaceX License Purchase Agreement filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

Restructuring Support Agreement

On March 19, 2026, we, DISH Network, DISH DBS and certain of DISH DBS’s subsidiaries entered into a restructuring support agreement (the “RSA” and the transactions contemplated thereby, the “Transactions” ) with an ad hoc group representing more than 82 % of holders of debt securities issued by DISH DBS.

Pursuant to the RSA, and subject to the terms and conditions set forth therein, DISH DBS agreed to prepay, without penalty, certain of its debt securities.

In addition, on March 16, 2026, we prepaid without penalty, the remaining balance of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 totaling approximately $ 1.6 billion.

Intercompany Loans and Other Settlements

See Note 9 for definitions and further information on our intercompany loans.

On March 12, 2026, we contributed our receivable from DISH Network under the EchoStar 2024 Intercompany Loan, to DISH Network. As a result of this contribution, the total outstanding balance of the EchoStar 2024 Intercompany Loan including interest paid in kind of $ 3.890 billion was extinguished.

On March 19, 2026, pursuant to the RSA, DISH Network repaid in full its intercompany loans with DISH DBS, the total outstanding balance of the DISH Q2 2024 Intercompany Loan including interest paid in kind of $ 1.712 billion and the total outstanding balance of the DISH Q3 2024 Intercompany Loan including interest paid in kind of $ 535 million.


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



The RSA also contemplates (i) repayment of the DISH 2021 Intercompany Loan 2028 Tranche of approximately $ 2.844 billion, which is expected to occur at the closing of the AT&T Transactions using proceeds from the AT&T Transactions, (ii) repayment or other satisfaction and discharge  of the DISH 2021 Intercompany Loan 2026 Tranche of approximately $ 4.767 billion, and (iii) payment of a settlement amount to consenting creditors of approximately $ 125 million (the “RSA Settlement”). During the three months ended March 31, 2026, we recorded $ 125 million of RSA Settlement costs included in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In connection with the RSA, DISH DBS and the consenting creditors agreed that all pending litigation between the parties would be dismissed with prejudice and on March 20, 2026, the parties filed a joint stipulation for dismissal of the litigation with prejudice. The foregoing description of the RSA does not purport to be complete and is qualified in its entirety by reference to the RSA, filed as an exhibit to this Quarterly Report on Form 10-Q. 

Purchase and Sale Agreement

On March 12, 2026, DISH Network and certain of its subsidiaries entered into a purchase and sale agreement with DISH DBS, pursuant to which DISH DBS purchased all of the equity of an affiliate and related assets. The transactions also included the transfer of approximately $ 6 billion of third-party liabilities and related litigation claims. These liabilities and related litigation claims have limited recourse solely to the purchased affiliate.

Future Capital Requirements

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Our cash and cash equivalents and marketable investment securities totaled $ 1.516 billion as of March 31, 2026 (“Cash on Hand”). As reflected in the condensed consolidated financial statements as of March 31, 2026, we have $ 2.0 billion of  7 3/4% Senior Notes due July 1, 2026 , $ 1.377 billion of 5 1/4% Senior Secured Notes and 6 5/8% Senior Notes due August 1, 2026, and $ 2.750 billion of  5 1/4% Senior Secured Notes due December 1, 2026 . In addition, the re-auction of certain AWS-3 licenses previously awarded to Northstar Wireless and SNR Wireless has been designated as Auction 113 and is scheduled to begin on June 2, 2026. We cannot predict with any degree of certainty the outcome of Auction 113, however, we may be required to make a maximum payment up to approximately $ 2.921 billion for the Northstar Re-Auction Payment and SNR Re-Auction Payment. See Note 10 for definitions and further information.

As detailed above, upon the closing of the AT&T Transactions, subject to certain conditions and adjustments, we will receive $ 22.650 billion in cash and upon the closing of the SpaceX Transactions, subject to certain conditions, we will receive approximately $ 22 billion in consideration which includes $ 20 billion upon the Spectrum Acquisition Closing in a combination of cash and the Amended Equity Amount (as defined above in “ SpaceX Transactions ”), and payments for the Interim Debt Service of approximately $ 2 billion effective with the Spectrum Transfer Closing. These transactions also contemplate the repayment of certain of our debt as described above in “ AT&T Transactions ” and “ SpaceX Transactions ,” respectively.

However, until the closing of these transactions, which are subject to receipt of government approvals and other customary conditions, funding is not deemed committed and because we do not currently have the necessary Cash on Hand and/or projected future cash flows or committed financing to fund our obligations for at least twelve months from the issuance of these condensed consolidated financial statements, substantial doubt exists about our ability to continue as a going concern.


9

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


We cannot provide assurances that the AT&T Transactions and SpaceX Transactions will be approved and consummated on the predicted timeline or at all.

The condensed consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we not continue as a going concern.

Segments

We currently operate four primary business segments: (1) Pay-TV; (2) Wireless; (3) Broadband and Satellite Services; and (4) Other.

Pay-TV

We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, FCC licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). As of March 31, 2026, we had 6.632 million Pay-TV subscribers in the United States, including 4.845 million DISH TV subscribers and 1.787 million SLING TV subscribers.

Wireless

Our Wireless segment provides wireless communication services (“Wireless” services) and products. We offer nationwide Wireless services to subscribers primarily under our Boost Mobile® and Gen Mobile® brands. We currently offer a broad range of premium wireless devices, including the latest generation iPhones, as well as a wide selection of Samsung, Motorola and other premium devices. As of March 31, 2026, we had 7.527 million Wireless subscribers.

Prior to November 15, 2025, we were operating primarily as an MVNO utilizing network services under the MNSA and the NSA and secondarily as an MNO. In light of the AT&T Transactions, we transitioned to a hybrid MNO business model under which we continue to operate our 5G Network core and utilize AT&T’s network services (“Hybrid MNO”) and secondarily as an MVNO utilizing network services under the MNSA and the NSA. We migrated all customer traffic from our 5G Network, defined below, to AT&T’s network as we transitioned to a Hybrid MNO, which we completed as of November 15, 2025.

Broadband and Satellite Services

We offer broadband satellite technologies and broadband internet products and services to consumer customers. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We have leveraged our satellite fleet 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.


10

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


We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. Revenue in our satellite services business depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers. As of March 31, 2026, we had 681,000 Broadband subscribers.

Other

Our Other segment primarily consists of our legacy cloud-native, Open Radio Access Network (“O-RAN”) based 5G VoNR and broadband network (our “5G Network”) and 5G Network deployment operations that will not be utilized in the Wireless segment’s Hybrid MNO business. As a result of the unforeseeable actions by the FCC, as detailed in Note 10 “Recent Developments – FCC Review,” we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we have no customer traffic on our 5G Network.

We have invested a total of over $ 30 billion in wireless spectrum licenses. The $ 30 billion of investments related to wireless spectrum licenses does not include $ 10 billion of capitalized interest related to the carrying value of such licenses. See Note 2 for further information. A significant number of these licenses are included in the AT&T Transactions and SpaceX Transactions as detailed above in “ Recent Developments .”

Our wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated build-out (Commitments #2 and #3 of the Extension Request) and the nationwide 80 % coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024. Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.

While the FCC has not yet updated the build-out deadlines in the Universal Licensing System, the licenses remain in effect based upon the submission of our build-out certifications. In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 since we satisfied the remaining Extension Request commitments. See Note 10 for definitions and further information . Also see Note 10 “Recent Developments – FCC Review” for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.

We will need to raise additional capital in the future if the AT&T Transactions and SpaceX Transactions are not completed, which may not be available on favorable terms or at all, to, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. See Note 10 for definitions and further information .


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




2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities (“VIEs”) where we have been determined to be the primary beneficiary. The portion of equity in a subsidiary not attributable, directly or indirectly, to us is recorded as noncontrolling interests or redeemable noncontrolling interests.

Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments, which will be initially recorded at cost, and based on observable market prices, will be adjusted to their fair value. We record fair value adjustments in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are based on historical experience, observable market inputs, and other reasonable assumptions in accounting for, among other things, allowances for credit losses (including those related to our installment billing programs), self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments including embedded derivatives, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations or as part of an asset acquisition, fair value of exit or disposal cost obligations, timing and amount of asset retirement obligations, inputs or outputs used to recognize revenue over time, including the relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, estimates of the timing of future cash flows used to pay principal on certain debt obligations, estimated credit risk underlying installment receivables, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses, subscriber lives and likelihood of certain contingent events. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above.


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


Actual results may differ from previously estimated amounts, and such differences may be material to our condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Exit and Disposal Costs

Our exit and disposal costs include, among other things, one-time employee termination benefits, costs to terminate contracts that are not a lease and other exit and disposal costs. The liability for exit and disposal costs is initially measured at fair value and we re cognize the costs associated with an exit or disposal activity in the period in which the liability is incurred. The liability for our exit and disposal costs is included in “Other accrued expenses and liabilities” and “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets. Fair value is determined under the income approach primarily using the expected present value technique that utilizes the estimated future cash flows associated with the obligation, discounted at our credit-adjusted risk-free rate plus a risk premium. Any gains and losses resulting from the difference between the recorded liability and final settlement amounts will be recognized in “Impairments and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The initial fair value of our exit and disposal obligations is categorized within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Subsequent to the initial measurement, our exit and disposal cost liability is periodically adjusted for revisions in the estimated timing and amount of future cash flows.

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























One-Time Employee Termination Benefits

Contract Termination Costs

Total



(In thousands)

Balance, December 31, 2025

$
—

$
759,419

$
759,419

Costs incurred and charged to expense (1)


—


14,346


14,346

(Gains) losses on costs paid or settled (1)


—


( 36,916 )


( 36,916 )

Costs paid or settled


—


( 29,982 )


( 29,982 )

Accretion


—


11,725


11,725

Balance, March 31, 2026

$
—

$
718,592

$
718,592

(1) During the three months ended March 31, 2026, we incurred costs charged to expense and settled certain accrued exit costs, which reduced our exit and disposal costs by $ 23 million and we also settled certain operating lease and other liabilities for $ 43 million, not shown in the table above, for a total net settlement of $ 66 million, which is included in “Impairments and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

As of March 31, 2026, cumulative costs incurred and charged to expense were $ 823 million.

Capitalized Interest

We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, our wireless spectrum licenses, build-out costs associated with our 5G Network deployment and satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when substantially all activities related to the project are suspended.

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



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. As of the third quarter of 2025, substantially all capitalized interest has ceased, except for capitalized interest on our satellites under construction.

Fair Value Measurements

We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value:

● Level 1, defined as observable inputs being quoted prices in active markets for identical assets;
● Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
● Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available.

As of March 31, 2026 and December 31, 2025, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of debt, finance lease and other obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates.

Fair values of our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to determine fair value of our investments in marketable debt securities. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing, exit or disposal cost obligations and the assignment of purchase consideration to assets in a non-cash exchange of assets and for assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy. Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. See Note 5 for the fair value of our marketable investment securities and derivative instruments.

Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of non-publicly traded debt are based on, among other things, available trade information, valuations performed by a third-party, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. The non-publicly traded debt is categorized within Level 3 of the fair value hierarchy. See Note 9 for the fair value of our debt.

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



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

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated customer life or the contract term. These amounts are capitalized in “Prepaids and other assets” and “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $ 141 million and $ 209 million for the three months ended March 31, 2026 and 2025, respectively.

Research and Development

Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Additionally, customer-related research and development costs are incurred in connection with the specific requirements of a customer’s order; in such instances, the amounts for these customer funded development efforts are also included in “Cost of sales–equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $ 16 million and $ 18 million for the three months ended March 31, 2026 and 2025, respectively.

New Accounting Pronouncements

Not Yet Adopted

Disaggregation of Income Statement Expenses . In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which will enhance financial statement reporting by providing additional information about specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization. This standard will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2024-03 will have on our condensed consolidated financial statements, related disclosures and control environment.

Intangibles – Goodwill and Other – Internal-Use Software. In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the references to the sequential software development stages from the guidance in Subtopic 350-40.


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


Upon the adoption of ASU 2025-06, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2025-06 will have on our condensed consolidated financial statements, related disclosures and control environment.

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

We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our convertible notes, as detailed in Note 9, were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the convertible notes will be included in the calculation of diluted EPS assuming conversion of the convertible notes at the beginning of the reporting period (or at time of issuance, if later).

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

















For the Three Months Ended 



March 31,


    
2026
    
2025



(In thousands, except per share amounts)

Net income (loss)
 
$
( 147,300 )
 
$
( 203,281 )

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

 
( 415 )

 
( 612 )

Net income (loss) attributable to EchoStar - Basic
 

( 146,885 )
 

( 202,669 )

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


—


—

Net income (loss) attributable to EchoStar - Diluted

$
( 146,885 )

$
( 202,669 )









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







Basic

 
289,014

 
286,513

Dilutive impact of Convertible Notes (1)


—


—

Dilutive impact of stock awards outstanding (1)

 
—

 
—

Diluted

 
289,014


286,513









Earnings per share - Class A and B common stock:







Basic net income (loss) per share attributable to EchoStar
 
$
( 0.51 )
 
$
( 0.71 )

Diluted net income (loss) per share attributable to EchoStar
 
$
( 0.51 )
 
$
( 0.71 )

(1) For the three months ended March 31, 2026 and 2025, the interest on dilutive Convertible Notes and the dilutive impact of weighted-average shares of Class A common stock were excluded from the computation of “Diluted net income (loss) per share attributable to EchoStar” because the effect would have been anti-dilutive as a result of the net loss attributable to EchoStar in the period. As of March 31, 2026 and 2025, our Convertible Notes may be converted into 58 million shares.


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



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













As of March 31,


    
2026
    
2025

 

(In thousands)

Anti-dilutive stock awards

512

3,256

Performance/market based options
    
4,153

4,271

Common stock warrants

16,151

16,151

Total

20,816

23,678



4. Supplemental Data - Statements of Cash Flows

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

















For the Three Months Ended 



March 31,


    
2026
    
2025



(In thousands)

Cash paid for interest (including capitalized interest)
    
$
208,634

$
236,096

Cash paid for income taxes, net of (refunds)


5,127


1,244

Total capitalized interest (1)


8,584


316,803

Accrued capital expenditures


20,066


110,340

Asset retirement obligation (2)


—


3,697

(1) See Note 2 for further information.
(2) See Note 7 for further information.




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


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

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

















As of



March 31,

December 31,


    
2026
    
2025



(In thousands)

Marketable investment securities:







Current marketable investment securities:







Strategic - available-for-sale

$
51

$
51

Strategic - trading/equity


41,538


37,378

Other


130,734


1,063,462

Total current marketable investment securities


172,323


1,100,891

Restricted marketable investment securities (1)


34,741


52,960

Total marketable investment securities


207,064


1,153,851









Restricted cash and cash equivalents (1)


142,018


299,081









Other investments, net:







Equity method investments


85,632


85,014

Other investments


123,023


109,032

Total other investments, net


208,655


194,046









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

$
557,737

$
1,646,978

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

Marketable Investment Securities

Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholders’ Equity (Deficit),” net of related deferred income tax on our Condensed Consolidated Balance Sheets. The corresponding changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).


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



Current Marketable Investment Securities – Strategic

Our current strategic marketable investment securities portfolio includes and may include strategic and financial debt and/or equity investments in private and public companies that are highly speculative and have experienced and continue to experience volatility. As of March 31, 2026, this portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers. The fair value of certain of the debt and equity securities in this portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.

Current Marketable Investment Securities – Other

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

Restricted Cash, Cash Equivalents and Marketable Investment Securities

As of March 31, 2026 and December 31, 2025, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit, surety bonds and trusts.

Current restricted cash, cash equivalents and marketable investment securities . As of March 31, 2026 and December 31, 2025, we had zero and $ 176 million, respectively, included in “Current restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets that primarily consisted of amounts required as collateral for our letters of credit and funds received by our subsidiary, DISH DBS Issuer LLC (“DBS SubscriberCo”), from subscriber payments and certain other revenue, which were required to be restricted per the terms of the debt issued by DBS SubscriberCo. DBS SubscriberCo previously held certain DISH TV subscribers and their related subscription and equipment agreements which collateralized certain debt obligations . The Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 issued by DBS SubscriberCo were redeemed on March 16, 2026 and therefore we no longer have amounts required to be restricted per the terms of the debt.

Other Investments, net

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

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


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



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

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

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

Broadband Connectivity Solutions (Restricted) Limited . We own 20 % of Broadband Connectivity Solutions (Restricted) Limited (together with its subsidiaries, “BCS”), a joint venture that we entered into in 2018 to provide commercial Ka-band satellite broadband services across Africa, the Middle East and southwest Asia operating over Yahsat’s Al Yah 2 satellite.

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

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


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


Fair Value Measurements

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





















































As of



March 31, 2026

December 31, 2025


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



(In thousands)

Cash and cash equivalents (including restricted):

























Cash

$
337,201

$
—

$
—

$
337,201

$
420,971

$
—

$
—

$
420,971

Cash equivalents


174,800


973,797


—


1,148,597


407,354


1,353,830


—


1,761,184

Total

$
512,001

$
973,797

$
—

$
1,485,798

$
828,325

$
1,353,830

$
—

$
2,182,155



























Debt securities (including restricted):

























U.S. Treasury and agency securities

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

Commercial paper


—


6,000


—


6,000


—


370,755


—


370,755

Corporate securities


—


151,138


—


151,138


—


731,195


—


731,195

Other


—


8,337


51


8,388


—


14,472


51


14,523

Equity securities


41,538


—


—


41,538


37,378


—


—


37,378

Total

$
41,538

$
165,475

$
51

$
207,064

$
37,378

$
1,116,422

$
51

$
1,153,851


As of March 31, 2026, restricted and non-restricted marketable investment securities included debt securities of $ 26 million with contractual maturities within one year and $ 140 million with contractual maturities extending longer than one year through and including five years. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

Derivative and/or Financial Liability Instruments

We may purchase and hold derivative and/or financial liability instruments for, among other reasons, strategic or speculative purposes. As of March 31, 2026 and December 31, 2025, we held certain financial liability instruments with a fair value of $ 67 million and $ 56 million, respectively, which is included in “Other accrued expenses and liabilities” on our Condensed Consolidated Balance Sheets and is categorized within Level 1 of the fair value hierarchy. All changes in fair value of the financial liability instruments were recorded in “Other, net” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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

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

















For the Three Months Ended 



March 31,

Other, net:
    
2026
    
2025

 

(In thousands)

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

$
( 2,737 )

$
24,304

Early debt redemption gains (losses)


—


11,465

Foreign currency transaction gains (losses)


1,860


2,249

Equity in earnings (losses) of affiliates


2,850


1,644

Other


211


1,728

Total

$
2,184

$
41,390




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


6. Inventory

Inventory consisted of the following:

















As of



March 31,

December 31,


    
2026
    
2025



(In thousands)

Finished goods

$
283,527

$
273,817

Work-in-process and service repairs


61,698


60,147

Consignment


8,991


7,951

Raw materials


40,907


38,732

Total inventory

$
395,123

$
380,647



7. Property and Equipment and Intangible Assets

Property and equipment consisted of the following:

























Depreciable

As of



Life

March 31,

December 31,


    
(In Years)
    
2026
    
2025







(In thousands)

Equipment leased to customers

2
-
5

$
946,790

$
964,013

Satellites

5
-
15


2,104,134


2,104,134

Satellites acquired under finance lease agreements


15



78,068


77,116

Furniture, fixtures, equipment and other

1
-
20


981,017


971,824

Hybrid MNO

3
-
15


83,696


89,604

Software and computer equipment

1
-
8


1,394,598


1,341,690

Buildings and improvements

1
-
40


422,265


419,719

Land


-



42,936


42,980

Construction in progress


-



525,504


514,662

Total property and equipment






6,579,008


6,525,742

Accumulated depreciation






( 4,378,437 )


( 4,282,227 )

Property and equipment, net





$
2,200,571

$
2,243,515



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



Depreciation and amortization expense consisted of the following:

















For the Three Months Ended 



March 31,


    
2026
    
2025



(In thousands)

Equipment leased to customers (1)

$
35,596

$
63,212

Satellites (1)


33,007


65,980

Buildings, furniture, fixtures, equipment and other (1)


15,860


29,173

Hybrid MNO/5G Network equipment (1)


14,702


208,132

Software and computer equipment (1)


54,276


107,973

Intangible assets and other amortization expense


13,160


13,863

Total depreciation and amortization

$
166,601

$
488,333

(1) This change primarily resulted from the non-cash impairment of long-lived assets during the third and fourth quarters of 2025. For further information on our impairments, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

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

















For the Three Months Ended 



March 31,


 
2026
    
2025



(In thousands)

Balance, beginning of period

$
448,752

$
327,031

Liabilities incurred


—


3,697

Liabilities settled


( 13,321 )


—

Accretion expense


11,317


7,778

Balance, end of period

$
446,748

$
338,506


The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were previously impaired, resulting in a net book value of zero as of March 31, 2026 and December 31, 2025.





23

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



Satellites – Pay-TV Segment

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

As of March 31, 2026, our Pay-TV segment satellite fleet consisted of the following:



















Degree

Lease



Launch

Orbital

Termination 

Satellites
    
Date
    
Location
    
Date

Owned:







EchoStar X

February 2006

110

N/A

EchoStar XI

July 2008

110

N/A

EchoStar XIV

March 2010

119

N/A

EchoStar XV

July 2010

119

N/A

EchoStar XVI

November 2012

61.5

N/A

EchoStar XVIII

June 2016

61.5

N/A

EchoStar XXIII

March 2017

110

N/A

EchoStar XXV (1)

March 2026

110

N/A









Under Construction:







EchoStar XXVI

2028

119

N/A









Leased from Other Third-Party:







Nimiq 5

September 2009

72.7

October 2029

(1) In March 2026, we launched the EchoStar XXV satellite and it is currently relocating to the 110 degree orbital location following completion of testing. The EchoStar XXV satellite is expected to commence commercial operations during the second quarter of 2026.

Satellites Under Construction

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



24

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



Satellites – Broadband and Satellite Services Segment

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

As of March 31, 2026, our Broadband and Satellite Services segment satellite fleet consisted of the following:



















Degree

Lease



Launch

Orbital

Termination 

Satellites
    
Date
    
Location
    
Date

Owned:







EchoStar XVII

July 2012

107

N/A

EchoStar XIX

December 2016

97.1

N/A

EchoStar XXI

June 2017

10.25

N/A

EchoStar XXIV

July 2023

95.2

N/A









Leased from Other Third-Party:







Eutelsat 65 West A

March 2016

65

July 2031

Telesat T19V

July 2018

63

August 2033

EchoStar 105/SES-11

October 2017

105

November 2031




8. Leases

Lessee Accounting

We enter into non-cancelable operating and finance leases for, among other things, communication towers, satellites, satellite-related ground infrastructure, data centers, office space, dark fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from one to 12 years , with a weighted average remaining lease term of 0.6 to 9.3 years, some of which include renewal options , and some of which include options to terminate the leases within one  year . For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.

Our Eutelsat 65 West A, Telesat T19V and EchoStar 105/SES-11 satellites are accounted for as finance leases within our Broadband and Satellite Services segment. Through the first quarter of 2025, our Anik F3 satellite was accounted for as an operating lease within our Pay-TV segment and as of April 2025 we no longer leased this satellite. Substantially all of our remaining leases are accounted for as operating leases.


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



The components of lease expense were as follows:

















For the Three Months Ended 



March 31,


    
2026
    
2025



(In thousands)

Operating lease cost

$
127,991

$
167,357









Short-term lease cost (1)


3,131


5,290









Finance lease cost:







Amortization of right-of-use assets


3,107


13,231

Interest on lease liabilities


828


1,502

Total finance lease cost


3,935


14,733

Total lease costs

$
135,057

$
187,380

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

Supplemental cash flow information related to leases was as follows:

















For the Three Months Ended 



March 31,


    
2026
    
2025



(In thousands)

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







Operating cash flows from operating leases

$
28,564

$
143,546

Operating cash flows from finance leases

$
—

$
1,018

Financing cash flows from finance leases

$
—

$
4,676









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







Operating leases

$
19,350

$
59,980

Finance leases

$
—

$
—




26

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



Supplemental balance sheet information related to leases was as follows:

















As of



March 31,

December 31,


    
2026
    
2025



(In thousands)

Operating Leases:







Operating lease assets

$
217,635

$
214,549









Other current liabilities

$
1,003,840

$
845,326

Operating lease liabilities


3,985,604


4,137,269

Total operating lease liabilities

$
4,989,444

$
4,982,595









Finance Leases:







Property and equipment, gross

$
84,058

$
83,141

Accumulated depreciation


( 8,206 )


( 5,124 )

Property and equipment, net

$
75,852

$
78,017









Other current liabilities

$
44,048

$
41,520

Other long-term liabilities


—


2,528

Total finance lease liabilities

$
44,048

$
44,048









Weighted Average Remaining Lease Term:







Operating leases


9.3 years


9.5 years

Finance leases


0.6 years


0.8 years









Weighted Average Discount Rate:







Operating leases


9.9 %


9.9 %

Finance leases


10.7 %


10.0 %


Maturities of lease liabilities as of March 31, 2026 were as follows:























Maturities of Lease Liabilities



Operating

Finance




For the Years Ending December 31,
    
Leases
    
Leases
    
Total



(In thousands)

2026 (remaining nine months)

$
847,129

$
44,522

$
891,651

2027


800,004


2,574


802,578

2028


739,012


—


739,012

2029


702,492


—


702,492

2030


681,567


—


681,567

Thereafter


3,854,030


—


3,854,030

Total lease payments


7,624,234


47,096


7,671,330

Less: Imputed interest


( 2,634,790 )


( 3,048 )


( 2,637,838 )

Total


4,989,444


44,048


5,033,492

Less: Current portion


( 1,003,840 )


( 44,048 )


( 1,047,888 )

Long-term portion of lease obligations

$
3,985,604

$
—

$
3,985,604




27

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


Lessor Accounting

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

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

















For the Three Months Ended 



March 31,


    
2026
    
2025



(In thousands)

Lease revenue:







Sales-type lease revenue

$
761

$
2,197

Operating lease revenue


3,804


2,401

Total lease revenue

$
4,565

$
4,598


Substantially all of our net investment in sales-type leases consisted of lease receivables totaling $ 18 million and $ 20 million as of March 31, 2026 and December 31, 2025, respectively.

The following table presents future operating lease payments to be received as of March 31, 2026:









For the Years Ending December 31,
    
Total



(In thousands)

2026 (remaining nine months)

$
11,347

2027


7,456

2028


4,238

2029


3,262

2030


2,033

Thereafter


355

Total lease payments to be received

$
28,691




28

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



9. Debt, Finance Lease and Other Obligations

Fair Value of our Debt

The following table summarizes the carrying amount and fair value of our debt facilities as of March 31, 2026 and December 31, 2025:
































As of




March 31, 2026

December 31, 2025


Issuer
    
Carrying
Amount
    
Fair Value
    
Carrying
Amount
    
Fair Value




(In thousands)

7 3/4% Senior Notes due 2026
DDBS

$
2,000,000

$
2,000,000

$
2,000,000

$
1,977,500

5 1/4% Senior Secured Notes due 2026
HSSC


627,283


569,247


627,283


604,776

6 5/8% Senior Notes due 2026
HSSC


750,000


555,000


750,000


691,313

3 3/8% Convertible Notes due 2026
DISH


45,209


44,535


45,209


44,564

5 1/4% Senior Secured Notes due 2026
DDBS


2,750,000


2,729,375


2,750,000


2,673,440

11 3/4% Senior Secured Notes due 2027
DISH


3,500,000


3,613,295


3,500,000


3,646,440

7 3/8% Senior Notes due 2028
DDBS


1,000,000


969,140


1,000,000


970,280

5 3/4% Senior Secured Notes due 2028
DDBS


2,500,000


2,418,750


2,500,000


2,450,000

5 1/8% Senior Notes due 2029
DDBS


1,500,000


1,340,625


1,500,000


1,331,430

Term Loan due 2029 (1)
DBS SubscriberCo


—


—


1,608,374


1,608,374

Mandatorily Redeemable Preferred Shares due 2029 (1)
DBS SubscriberCo


—


—


178,708


178,708

10 3/4% Senior Secured Notes due 2029
SATS


5,506,000


5,949,343


5,506,000


6,144,476

3 7/8% Convertible Secured Notes due 2030 (2)
SATS


1,942,594


7,108,690


1,942,594


6,581,334

6 3/4% Senior Secured Notes due 2030
SATS


2,372,670


2,402,328


2,372,670


2,436,447

Other notes payable



67,712


67,712


71,719


71,719

Subtotal



24,561,468

$
29,768,040


26,352,557

$
31,410,801

Unamortized deferred financing costs and other debt discounts, net



( 352,936 )





( 416,734 )




Finance lease obligations (3)



44,048





44,048




Total



24,252,580





25,979,871




Less: current portion



( 6,237,306 )





( 7,321,269 )




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


$
18,015,274




$
18,658,602




(1) During the three months ended March 31, 2026, we repaid approximately $ 202 million of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029. On March 16, 2026, we prepaid without penalty, the remaining balance of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 totaling approximately $ 1.6 billion.
(2) Beginning on  October 1, 2025 , and ending at the close of business on  June 30, 2026, o ur 3 7/8 % Convertible Secured Notes due 2030 are convertible, at the option of the holders. These notes are convertible, at our election, into cash, a total of approximately 58 million shares of our Class A common stock, or a combination thereof. These notes may continue to be convertible in future periods and determination of convertibility is calculated quarterly based on, among other things, the trading price of our Class A common stock. See below for the description of our 3 7/8 % Convertible Secured Notes due 2030 and further information on the quarterly calculation to determine convertibility . 
(3) Disclosure regarding fair value of finance leases is not required.

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


29

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



Senior Notes and Convertible Notes

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

EchoStar Convertible Secured Notes

The EchoStar Convertible Secured Notes are:

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

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

● incur or guarantee additional debt;
● make certain investments and other restricted payments;
● create liens;
● enter into transactions with affiliates;
● merge or consolidate with another company;
● transfer or sell assets;
● allow to exist certain restrictions on paying dividends or other payments; and
● engage in new activities (applicable to guarantors).

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


30

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


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

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

3 7/8% Convertible Secured Notes due 2030

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

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

If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2030, holders may require us to repurchase for cash all or part of their Convertible Notes due 2030 at a specified make-whole price equal to 100 % of the principal amount of such Convertible Notes due 2030, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

Subject to the terms of the related indenture, the Convertible Notes due 2030 may be converted at an initial conversion rate of 29.73507 shares of our Class A common stock per $ 1,000 principal amount of Convertible Notes due 2030 (equivalent to an initial conversion price of approximately $ 33.63 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after May 30, 2030 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes due 2030 will also have the right to convert the Convertible Notes due 2030 at the Initial Conversion Rate prior to May 30, 2030, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur.

Beginning on  October 1, 2025 , and ending at the close of business on  June 30, 2026, the Convertible Notes due 2030 are convertible, at the option of the holders. The Convertible Notes due 2030 are convertible, at our election, into cash, approximately 58 million shares of our Class A common stock or a combination thereof. These notes may continue to be convertible in future periods and any determination regarding the convertibility of the Convertible Notes due 2030 during future periods will be made in accordance with the terms of the related indenture. The Convertible Notes due 2030 became convertible because the last reported sale price of shares of our Class A common stock , for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended  September 30, 2025, December 31, 2025 and March 31, 2026 , respectively, was greater than 130 % of the conversion price in effect on each applicable trading day.

31

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



DISH Convertible Notes

3 3/8% Convertible Notes due 2026

On August 8, 2016, we issued $ 3.0 billion aggregate principal amount of the Convertible Notes due August 15, 2026 in a private offering. A portion of these notes were tendered for exchange and cancelled and an aggregate principal amount of $ 45 million remains outstanding. Interest accrues at an annual rate of 3 3/8% and is payable semi-annually in cash, in arrears on February 15 and August 15 of each year.

The Convertible Notes due 2026 are:

● our general unsecured obligations;
● ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2026;
● ranked equally in right of payment with all of our existing and future unsecured senior indebtedness;
● ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;
● ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and
● not guaranteed by our subsidiaries.

We may not redeem the Convertible Notes due 2026 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2026, holders may require us to repurchase for cash all or part of their Convertible Notes due 2026 at a specified make-whole price equal to 100 % of the principal amount of such Convertible Notes due 2026, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

The indenture related to the Convertible Notes due 2026 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt.

Subject to the terms of the related indenture, the Convertible Notes due 2026 may be converted at an initial conversion rate of 5.383 shares of our Class A common stock per $ 1,000 principal amount of Convertible Notes due 2026 (equivalent to an initial conversion price of approximately $ 185.76 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after March 15, 2026 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes due 2026 will also have the right to convert the Convertible Notes due 2026 at the Initial Conversion Rate prior to March 15, 2026, but only upon the occurrence of specified events described in the related indenture.

The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.


32

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



Convertible Note Hedge and Warrant Transactions

Merger with DISH Network . As defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a note hedge amendment letter agreement with each option counterparty pursuant to which, at the Effective Time, DISH Network’s right to purchase shares of DISH Class A Common Stock pursuant to the terms of the applicable convertible note hedge transactions was changed into a right to purchase shares of EchoStar Class A Common Stock.

In addition, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a warrant amendment letter agreement and warrant guarantee with each option counterparty, pursuant to which, at the Effective Time, each counterparty’s right to purchase shares of DISH Network Class A Common Stock pursuant to the applicable warrant transactions was changed into a right to purchase shares of EchoStar Class A Common Stock, and we guaranteed all of DISH Network’s obligations under the applicable warrant transactions.

In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes due 2026, the number of shares of DISH Network Class A Common Stock underlying the Convertible Notes due 2026, which initially gives us the option to purchase approximately 46 million shares of DISH Network Class A Common Stock at a price of approximately $ 65.18 per share, which in connection with the completion of the Merger converted into approximately 16 million shares of EchoStar Class A Common Stock at a price of approximately $ 185.76 per share. The total cost of the original convertible note hedge transactions was $ 635 million.

Concurrently with entering into the convertible note hedge transactions, we also entered into warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of DISH Network Class A common stock, which initially gives the option counterparties the option to purchase approximately 46 million shares of DISH Network Class A common stock at a price of approximately $ 86.08 per share, which in connection with the completion of the Merger converted into approximately 16 million shares of EchoStar Class A Common Stock at price ranges of approximately $ 185.75 to $ 245.33 per share.

We received $ 376 million in cash proceeds from the original sale of these warrants. In accordance with accounting guidance on hedge and warrant transactions, the net cost incurred in connection with the convertible note hedge and warrant transactions are recorded as a reduction in “Additional paid-in capital” within “Stockholders’ Equity (Deficit)” on our Condensed Consolidated Balance Sheets as of December 31, 2016.

We will not be required to make any cash payments to each option counterparty or its affiliates upon the exercise of the options that are a part of the convertible note hedge transactions, but will be entitled to receive from them a number of shares of Class A common stock, an amount of cash or a combination thereof. This consideration is generally based on the amount by which the market price per share of Class A common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions during the relevant valuation period under the convertible note hedge transactions. Additionally, if the market price per share of Class A common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants during the measurement period at the maturity of the warrants, we will owe each option counterparty a number of shares of Class A common stock in an amount based on the excess of such market price per share of Class A common stock over the strike price of the warrants. However, as specified under the terms of the warrant transactions, we may elect to settle the warrants in cash.


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Intercompany Loans

All intercompany loans are eliminated in consolidations.

DISH 2021 Intercompany Loan

The net proceeds from the offering of our 5 1/4% Senior Secured Notes due 2026 and our 5 3/4% Senior Secured Notes due 2028 (the “DISH DBS Senior Secured Notes”) issued on November 26, 2021 were used by DISH DBS to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “DISH 2021 Intercompany Loan”) between DISH DBS and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including our 5G Network deployment. The DISH 2021 Intercompany Loan matures in two tranches, with the first tranche maturing on December 1, 2026 (the “DISH 2021 Intercompany Loan 2026 Tranche”) and the second tranche maturing on December 1, 2028 (the “DISH 2021 Intercompany Loan 2028 Tranche”). DISH DBS may make additional advances to DISH Network under the DISH 2021 Intercompany Loan, and on February 11, 2022, DISH DBS advanced an additional $ 1.5 billion to DISH Network under the DISH 2021 Intercompany Loan 2026 Tranche. Interest accrues and is payable semiannually, and interest payments with respect to the DISH 2021 Intercompany Loan were, at our option, payable in kind for the first two years from the issuance date of November 2021. In the third year post issuance date, a minimum of 50 % of each interest payment due with respect to each tranche of the DISH 2021 Intercompany Loan were required to be paid in cash. Currently, and prospectively, interest payments must be paid in cash. Interest accrues: (a) when paid in cash, at a fixed rate of 0.25 % per annum in excess of the interest rate applicable to, in the case of the DISH 2021 Intercompany Loan 2026 Tranche, the 5 1/4% Senior Secured Notes due 2026, and in the case of the DISH 2021 Intercompany Loan 2028 Tranche, the 5 3/4% Senior Secured Notes due 2028 (each, the “Cash Accrual Rate” with respect to the applicable tranche); and (b) when paid in kind, at a rate of 0.50 % per annum in excess of the Cash Accrual Rate for the applicable tranche. As of March 31, 2026, the total DISH 2021 Intercompany Loan amount outstanding plus interest paid in kind was $ 7.612 billion, which is comprised of the DISH 2021 Intercompany Loan 2026 Tranche of approximately $ 4.767 billion and the DISH 2021 Intercompany Loan 2028 Tranche of approximately $ 2.844 billion. The AT&T License Purchase Agreement provides that, at the closing of the AT&T Transactions, any DISH 2021 Intercompany Loan amounts outstanding will be repaid in full using proceeds from the AT&T Transactions. See Note 1 for further information.

DISH 2021 Intercompany Loan 2026 Tranche. In January 2024, we completed a series of assignments resulting in the transfer of the receivable in respect to the DISH 2021 Intercompany Loan 2026 Tranche of $ 4.7 billion from DISH DBS to EchoStar Intercompany Receivable Company L.L.C., our direct wholly-owned subsidiary, such that amounts owed in respect of the DISH 2021 Intercompany Loan 2026 Tranche will now be paid by DISH Network to EchoStar Intercompany Receivable Company L.L.C. As of March 31, 2026, the total DISH 2021 Intercompany Loan 2026 Tranche amount outstanding plus interest paid in kind was $ 4.767 billion.

The DISH 2021 Intercompany Loan was initially secured by interest in the wireless spectrum licenses for the 3.45-3.55 GHz Licenses up to the total loan amount outstanding including interest paid in kind. Pursuant to the terms of the DISH 2021 Intercompany Loan, under certain circumstances, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. During the first quarter of 2025, we exercised our right to exchange certain of the 3.45-3.55 GHz Licenses for certain other previously unencumbered wireless spectrum licenses of equal or greater value based upon the most recent third-party valuation. The DISH 2021 Intercompany Loan is not included as collateral for the DISH DBS Senior Secured Notes, and the DISH DBS Senior Secured Notes are subordinated to DISH DBS’s existing and certain future unsecured notes with respect to certain realizations under the DISH 2021 Intercompany Loan and any collateral pledged as security for the DISH 2021 Intercompany Loan.


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DISH Q2 2024 Intercompany Loan

In June 2024, DISH Network entered into an intercompany loan with DISH DBS (the “DISH Q2 2024 Intercompany Loan”) for an initial principal amount of $ 1.508 billion. The DISH Q2 2024 Intercompany Loan matures on August 13, 2028. Interest accrues and is payable monthly and interest payments are payable in kind. The interest rate with respect to the DISH Q2 2024 Intercompany Loan is at a variable rate. On March 19, 2026, the total outstanding balance of the DISH Q2 2024 Intercompany Loan including interest paid in kind of $ 1.712 billion was paid in full and discharged.

DISH Q3 2024 Intercompany Loan

In September 2024, DISH Network entered into an intercompany loan with DISH DBS (the “DISH Q3 2024 Intercompany Loan”) for an initial principal amount of $ 481 million. The DISH Q3 2024 Intercompany Loan matures on November 13, 2028. Interest accrues and is payable monthly and interest payments are payable in kind. The interest rate with respect to the DISH Q3 2024 Intercompany Loan is at a variable rate. On March 19, 2026, the total outstanding balance of the DISH Q3 2024 Intercompany Loan including interest paid in kind of $ 535 million was paid in full and discharged.

EchoStar 2024 Intercompany Loan

In November 2024, EchoStar Financing L.L.C., our subsidiary, entered into an intercompany loan with DISH Wireless L.L.C., a subsidiary of DISH Network, for a borrowing principal amount of up to $ 4.500 billion (the “EchoStar 2024 Intercompany Loan”). The EchoStar 2024 Intercompany Loan matures on November 30, 2030. Interest accrues at an annual rate of 11.50 % and is payable monthly. Interest payments are payable in kind. DISH Wireless L.L.C., at its option, may elect to repay the EchoStar 2024 Intercompany Loan amount outstanding prior to maturity in cash or assets at a redemption price equal to 100 % of the principal amount. On March 12, 2026, we contributed our receivable for the EchoStar 2024 Intercompany Loan to DISH Network. As a result of this contribution, the total outstanding balance of the EchoStar 2024 Intercompany Loan including interest paid in kind of $ 3.890 billion was extinguished.




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
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10. Commitments and Contingencies

Commitments

Recent Developments

FCC Review

In the third quarter of 2025, we resolved the review by the Federal Communications Commission (the “FCC”) into EchoStar’s compliance with its build-out milestones and other obligations regarding EchoStar’s federal spectrum licenses. We had previously received a letter from the FCC on May 9, 2025, indicating that the FCC was beginning a review of our compliance with certain obligations to provide 5G broadband service and raising certain questions regarding the September 2024 build-out extension granted by the FCC and mobile-satellite service (“MSS”) utilization in the 2 GHz band (the “May 9 Letter”). We responded to the FCC’s subsequent public notices with filings on May 27, 2025 and June 6, 2025.

During the second quarter and the beginning of the third quarter of 2025, the potential ramifications of the FCC review to our business required us to, among other things, reevaluate the deployment of our resources and as a result, we elected not to make interest payments on a certain portion of our long-term senior notes on their respective scheduled due dates. We subsequently made such payments, including interest on the defaulted interest, within the applicable 30-day grace periods.

The FCC review introduced the possibility of reversing prior FCC grants of authority to us. The FCC made it clear that it viewed our spectrum as being underutilized and deemed our continued ownership of such spectrum licenses inconsistent with the public interest, and that we must sell a material amount of spectrum licenses or face a wide-ranging license revocation. Accordingly, as a result of these unforeseeable actions by the FCC that were outside of our control, we entered into the AT&T Transactions and SpaceX Transactions, as defined below, whereby we agreed to sell a material amount of our spectrum licenses for cash and an Amended Equity Amount, as defined below. In August 2025, following these transactions, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business, as defined in “ Segments-Wireless ” below. Furthermore, we believe the FCC’s actions and the resulting AT&T Transactions and SpaceX Transactions constitute one or more force majeure events under certain of our 5G Network-related contracts.

On September 8, 2025, we received a follow-up letter from the FCC (the “September 8 Letter”). The September 8 Letter states, among other things, that FCC Chairman Carr has “asked FCC staff to bring the agency’s investigation to conclusion” by directing FCC staff to: “(1) dismiss VTel Wireless’s petition for reconsideration; (2) confirm that EchoStar holds exclusive terrestrial and MSS rights over the AWS-4 spectrum to which it is currently licensed; and (3) find that relevant FCC buildout and other related obligations have been satisfied by EchoStar in view of the company’s current FCC milestones.”


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)



Wireless Spectrum Licenses

We have invested a total of over $ 30 billion in wireless spectrum licenses. The $ 30 billion of investments related to wireless spectrum licenses does not include $ 10 billion of capitalized interest related to the carrying value of such licenses. See Note 2 for further information. A significant number of these licenses are included in the AT&T Transactions and SpaceX Transactions as detailed in Note 1 “ Recent Developments .”

Our wireless spectrum licenses are subject to certain build-out requirements, as well as certain renewal requirements that are summarized in the table below:






























Build-Out Deadlines










Final




    
Carrying Amount
    
Interim
    
Accelerated License Areas
    
Extension License Areas
    
Expiration Date



(In thousands)









SpaceX Transactions:












AWS-4 Licenses (1)

$
1,928,688



December 31, 2024 (4)

June 14, 2025 (6)

June 2033

H Block Licenses (1)


1,671,506



December 31, 2024 (4)

June 14, 2025 (7)

June 2033

AWS-3


2,035,433









AT&T Transactions:












600 MHz Licenses


6,449,578



December 31, 2024 (5)

June 14, 2025 (8)

June 2029

3.45–3.55 GHz Licenses (2)


7,199,380

May 4, 2026 (9)



May 4, 2030 (9)

May 2037

Remaining wireless spectrum licenses:












DBS Licenses (3)


677,409









700 MHz Licenses (1)


701,803



December 31, 2024 (4)

June 14, 2025 (6)

June 2033

MVDDS Licenses (3)


24,000







July, August, September 2034

LMDS Licenses (3)


—







September 2028

28 GHz Licenses


2,883





October 2, 2029 (10)

October 2029

24 GHz Licenses


11,772





December 11, 2029 (10)

December 2029

37 GHz, 39 GHz and 47 GHz Licenses


202,392





June 4, 2030 (10)

June 2030

3550-3650 MHz Licenses


912,200





March 12, 2031 (10)

March 2031

3.7-3.98 GHz Licenses


2,969

July 23, 2029 (10)



July 23, 2033 (10)

July 2036

1695-1710 MHz, 1755-1780 MHz and 2155-2180 MHz (1)


972







March 2026

AWS-3


7,793,854



December 31, 2024 (11)

October 25, 2025 (12)

October 2025 (12)

Subtotal


29,614,839






















Capitalized interest (13)


10,270,436









Impairment of indefinite-lived intangible assets


( 5,334,473 )









Total as of March  31, 2026

$
34,550,802









(1) The interim build-out deadlines for these licenses are in the past.
(2) Subject to the terms of the AT&T License Purchase Agreement, at the end of the third quarter of 2025, AT&T, subject to a short-term spectrum manager lease, exercised its right to lease certain 3.45 GHz licenses from us.
(3) The build-out deadlines for these licenses have been met.


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(4) In a January 10, 2025 filing to the FCC, we certified that we were offering 5G broadband service for certain of these license areas to at least 85 % of the population in each Economic Area (which is a service area established by the FCC), and offering 5G broadband service for certain other licenses to at least 80 % of the population in each Economic Area by this date (part of Commitments #2 and #3 of the September 2024 FCC Extension Request “Extension Request”). These licenses are set forth in Appendices A and D of the Extension Request. Under the Extension Request, if we successfully fulfill Commitments #2 and #3, the final construction deadline for the AWS-4 licenses, the AWS H Block licenses, and the Lower 700 MHz E Block licenses listed in Appendix G-1 of the Extension Request shall be extended from June 14, 2025 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. See “Recent Developments – FCC Review” above for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
(5) In a January 10, 2025 filing to the FCC, we certified that we were offering 5G broadband service for certain of these license areas to at least 85 % of the population in each Partial Economic Area (which is a service area established by the FCC), and offering 5G broadband service for certain other licenses to at least 80 % of the population in each Partial Economic Area by this date (part of Commitments #2 and #3 of the Extension Request). These licenses are set forth in Appendices B and E of the Extension Request. Under the Extension Request, if we successfully fulfill Commitments #2 and #3, the final construction deadline for the 600 MHz licenses listed in Appendix G-2 of the Extension Request shall be extended from June 14, 2025 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. See “Recent Developments – FCC Review” above for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
(6) For the 700 MHz and AWS-4 licenses set forth in Appendix G-1 of the Extension Request, we have certified to meeting the accelerated build-out obligations described in footnotes 4, 5 and 11 herein (thus fulfilling Commitments #2 and #3 of the Extension Request), and as a result the final deadline for us to offer 5G broadband service to at least 70 % of the population in each Economic Area (which is a service area established by the FCC) with respect to these licenses 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. Under the Extension Request, the final construction deadline shall be further extended to June 14, 2028, if: by December 31, 2024, we have offered 5G broadband service to, at least, 80 % of the U.S. population; and, by June 14, 2025 (a) we have offered a low-cost 5G broadband plan and device to consumers nationwide; (b) we have deployed at least 24,000 5G sites; (c) we have upgraded our deployed 5G sites to 3GPP Release 17; and (d) we have provisioned at least 75 % of new subscribers with an EchoStar-certified 5G device on our MNO network if the subscriber is within the accelerated markets as set forth in Appendices A-F of the Extension Request. In a January 10, 2025 filing to the FCC, we certified that, as of December 31, 2024: (i) we were offering 5G broadband service to, at least, 80 % of the U.S. population and (ii) we were offering a low-cost 5G broadband plan and device to consumers nationwide. In a March 17, 2025 filing to the FCC, we certified that we have upgraded our deployed 5G sites to 3GPP Release 17. In a May 5, 2025 filing to the FCC, we certified that we have deployed at least 24,000 5G sites. In a June 17, 2025 filing to the FCC, we certified that we have provisioned at least 75 % of new subscribers with an EchoStar-certified 5G device on our MNO network if the subscriber is within the accelerated markets as set forth in Appendices A-F of the Extension Request. See “Recent Developments – FCC Review” above for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
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