FULLTEXT DEL 3 AV 3
10-Q – 2026-05-11 – sats-20260331x10q.htm

RESULTS OF OPERATIONS – Wireless Segment

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.



























For the Three Months Ended 








March 31,

Variance

Statements of Operations Data
    
2026
    
2025
    
Amount
    
%



(In thousands)



Revenue:












Service revenue

$
868,183

$
809,607

$
58,576

7.2

Equipment sales and other revenue


94,308


160,061


(65,753)

(41.1)

Total revenue


962,491


969,668


(7,177)

(0.7)














Costs and Expenses:












Cost of services


480,201


465,462


14,739

3.2

% of Service revenue


55.3
%  
57.5
%  




Cost of sales - equipment and other


251,147


349,218


(98,071)

(28.1)

Selling, general and administrative expenses


217,426


228,695

(11,269)

(4.9)

% of Total revenue


22.6
%  
23.6
%  




Depreciation and amortization


49,499


20,187


29,312

*

Total costs and expenses


998,273


1,063,562


(65,289)

(6.1)














Operating income (loss)

$
(35,782)

$
(93,894)

$
58,112

61.9














Other data:












Wireless subscribers, as of period end (in millions)


7.527


7.145


0.382

5.3

Wireless subscriber additions, gross (in millions)


0.616


0.657


(0.041)

(6.2)

Wireless subscriber additions (losses), net (in millions) **


0.016


0.150


(0.134)

(89.3)

Wireless ARPU

$
38.59

$
37.89

$
0.70

1.8

Wireless churn rate


2.77
%
2.83
%  
(0.06)
%
(2.1)

Purchases of property and equipment

$
28,833

$
—

$
28,833

*

OIBDA

$
13,717

$
(73,707)

$
87,424

*

*
Percentage is not meaningful.

**
Includes Government subsidized subscribers.


Wireless subscribers . We added approximately 16,000 net Wireless subscribers during the three months ended March 31, 2026 compared to the addition of approximately 150,000 net Wireless subscribers during the same period in 2025. The decrease in net Wireless subscriber additions primarily resulted from lower net Government subsidized subscriber activations and lower gross new Wireless subscriber activations, partially offset by a lower Wireless churn rate compared to the same period in 2025.

Wireless subscribers, gross . During the three  months ended March 31, 2026, we activated approximately 616,000 gross new Wireless subscribers compared to approximately 657,000 gross new Wireless subscribers during the same period in 2025, a decrease of 6.2%. This decrease in gross new Wireless subscribers primarily resulted from lower marketing expenditures and our focus on profitable growth under our new variable cost structure due to our transition to a Hybrid MNO. Our gross new Wireless subscribers continue to be negatively impacted by our emphasis on acquiring and retaining higher quality subscribers and increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.



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Wireless churn rate . Our Wireless churn rate for the three months ended March 31, 2026 was 2.77% compared to 2.83% for the same period in 2025. Our Wireless churn rates for the three months ended March 31, 2026 and 2025 were positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.

Service revenue. “Service revenue” totaled $868 million for the three months ended March 31, 2026, an increase of $59 million or 7.2% compared to the same period in 2025. The increase in “Service revenue” compared to the same period in 2025 was primarily related to a higher average Wireless subscriber base and an increase in Wireless ARPU, discussed below.

Wireless ARPU. Wireless ARPU was $38.59 during the three months ended March 31, 2026 versus $37.89 during the same period in 2025. The $0.70 or 1.8% increase in Wireless ARPU was primarily attributable to, among other things, increased sales of value added services.

Equipment sales and other revenue. “Equipment sales and other revenue” totaled $94 million for the three months ended March 31, 2026, a decrease of $66 million or 41.1% compared to the same period in 2025. The decrease in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to a decrease in units shipped and an increase in sales of wireless devices with lower revenue per unit.

Cost of services. “Cost of services” totaled $480 million for the three months ended March 31, 2026, an increase of $15 million or 3.2% compared to the same period in 2025. The increase in “Cost of services” compared to the same period in 2025 was primarily attributable to a higher average Wireless subscriber base and higher monthly dealer incentive costs due to our emphasis on acquiring and retaining higher quality, long-term subscribers. These increases were partially offset by lower network services costs per subscriber as we transition to our Hybrid MNO.

In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core and utilizing AT&T’s network services beginning in September 2025 and prospectively. We also continue to operate as an MVNO utilizing network services under the MNSA and the NSA, respectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.

Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $251 million for the three months ended March 31, 2026, a decrease of $98 million or 28.1% compared to the same period in 2025. The decrease in “Cost of sales – equipment and other” compared to the same period in 2025 primarily resulted from a decrease in units shipped and an increase in sales of wireless devices with lower cost per unit, partially offset by lower vendor rebates.

Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $217 million during the three months ended March 31, 2026, an $11 million decrease compared to the same period in 2025. This change primarily resulted from a decrease in subscriber acquisition costs resulting from lower gross new Wireless subscriber activations, including lower marketing expenditures, partially offset by an increase in costs to support the Wireless segment.

Depreciation and amortization. “Depreciation and amortization” expense totaled $49 million during the three months ended March 31, 2026 , a $29 million increase compared to the same period in 2025. This change was primarily driven by depreciation and amortization expense related to our Hybrid MNO for the three months ended March 31, 2026.

In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core beginning in September 2025 and prospectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.

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Broadband and Satellite Services Segment

Our Broadband and Satellite Services segment business strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally. We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.

We offer broadband satellite technologies and broadband internet products and services to consumer customers, which include home and small to medium-sized businesses. 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.

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.

Backlog

As of March 31, 2026, our Broadband and Satellite Services segment had approximately $1.4 billion of contracted revenue backlog. We define the Broadband and Satellite Services segment contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue.

Competition

Our industry is highly competitive. As a global provider of network technologies, products and services, our Broadband and Satellite Services segment competes with a large number of telecommunications and satellite internet service providers.

In our enterprise markets, we compete against multiple categories of providers. In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service and internet protocol-based virtual private networks (VPN), which vary by region. In the in-flight connectivity market, we compete against direct and indirect providers of in-flight WiFi services, such as ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”) and Starlink Services LLC, which is owned by Space Exploration Technologies Corp. (“SpaceX”).

In our consumer broadband satellite technologies and internet services markets, we compete against traditional telecommunications and wireless carriers, other satellite internet providers, as well as fiber optic, cable and wireless internet service providers. Our primary satellite competitors in the North American consumer market are ViaSat and SpaceX, as well as Amazon Leo when launched. Both ViaSat and SpaceX have also entered the South American consumer market and additionally SpaceX has entered the Central American consumer market. Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc.


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RESULTS OF OPERATIONS – Broadband and Satellite Services Segment

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.



























For the Three Months Ended 








March 31,

Variance

Statements of Operations Data
    
2026
    
2025
    
Amount
    
%



(In thousands)



Revenue:












Service revenue

$
248,659

$
276,944

$
(28,285)

(10.2)

Equipment sales and other revenue


80,997


93,714


(12,717)

(13.6)

Total revenue


329,656


370,658


(41,002)

(11.1)














Costs and Expenses:












Cost of services


102,352


113,125


(10,773)

(9.5)

% of Service revenue


41.2
%  

40.8
%  





Cost of sales - equipment and other


70,890


81,734


(10,844)

(13.3)

% of Equipment sales and other revenue


87.5
%  

87.2
%  





Selling, general and administrative expenses


62,290


90,096

(27,806)

(30.9)

% of Total revenue


18.9
%  

24.3
%  





Depreciation and amortization


49,940


104,898


(54,958)

(52.4)

Total costs and expenses


285,472


389,853


(104,381)

(26.8)














Operating income (loss)

$
44,184

$
(19,195)

$
63,379

*














Other data:












Broadband subscribers, as of period end (in millions)


0.681


0.853


(0.172)

(20.2)

Broadband subscriber additions (losses), net (in millions)


(0.058)


(0.030)


(0.028)

(93.3)

Purchases of property and equipment (1)

$
11,610

$
32,103

$
(20,493)

(63.8)

OIBDA

$
94,124

$
85,703

$
8,421

9.8



*
Percentage is not meaningful.

(1) Purchases of property and equipment includes satellite purchases during the three months ended March 31, 2026 and 2025 of zero and $1 million, respectively.

Broadband subscribers. We lost approximately 58,000 net Broadband subscribers during the three months ended March 31, 2026 compared to the loss of approximately 30,000 net Broadband subscribers during the same period in 2025. The increase in net Broadband subscriber losses was primarily due to lower gross subscriber additions. We continue to experience increased competition from satellite-based competitors and other technologies. 

Service revenue. “Service revenue” totaled $249 million for the three months ended March 31, 2026, a decrease of $28 million, or 10.2%, as compared to 2025. The decrease was primarily attributable to lower sales of broadband services to our North American consumer customers, partially offset by higher sales of broadband services to our North American enterprise customers.


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Equipment sales and other revenue. “Equipment sales and other revenue” totaled $81 million for the three months ended March 31, 2026, a decrease of $13 million, or 13.6%, as compared to 2025. The decrease was primarily attributable to lower hardware sales to our international enterprise customers.

Cost of services. “Cost of services” totaled $102 million for the three months ended March 31, 2026, a decrease of $11 million, or 9.5%, as compared to 2025. The decrease was primarily attributable to lower costs of broadband services to our North American consumer and international enterprise customers, partially offset by higher costs of broadband services to our North American enterprise customers. Our “Cost of services” represented 41.2% and 40.8% of “Service revenue” during the three months ended March 31, 2026 and 2025, respectively.

Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $71 million for the three months ended March 31, 2026, a decrease of $11 million, or 13.3%, as compared to 2025. The decrease was primarily attributable to lower costs of equipment to international enterprise customers. Our “Cost of sales – equipment and other” represented 87.5% and 87.2% of “Equipment sales and other revenue” during the three months ended March 31, 2026 and 2025, respectively.

Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $62 million for the three months ended March 31, 2026, a decrease of $28 million, or 30.9%, as compared to 2025. The decrease was primarily attributable to lower marketing expenditures and lower costs to support the Broadband and Satellite Services segment due to cost reduction measures.

Depreciation and amortization. “Depreciation and amortization” expense totaled $50 million for the three months ended March 31, 2026, a decrease of $55 million, or 52.4%, as compared to 2025. This change was primarily driven by a decrease in depreciation expense for the assets impaired during the fourth quarter of 2025 .



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Other Segment

Our Other segment primarily consists of our legacy 5G Network and 5G Network deployment operations that will not be utilized in the Wireless segment’s Hybrid MNO business. As a result of the unforeseeable actions by the FCC, as detailed in Note 10 “Recent Developments – FCC Review” in the Notes to our Condensed Consolidated Financial Statements, 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 in the Notes to our Condensed Consolidated Financial Statements for further information. A significant number of these licenses are included in the AT&T Transactions and SpaceX Transactions as detailed in “ Recent Developments ” in Note 1 in the Notes to our Condensed Consolidated Financial Statements

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

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



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RESULTS OF OPERATIONS – Other Segment

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.



























For the Three Months Ended 








March 31,

Variance

Statements of Operations Data
    
2026
    
2025
    
Amount
    
%



(In thousands)



Revenue:












Service revenue

$
—

$
—

$
—

*

Equipment sales and other revenue


90,983


62,297


28,686

46.0

Total revenue


90,983


62,297


28,686

46.0














Costs and Expenses:












Cost of services


—


343,080


(343,080)

*

Cost of sales - equipment and other


183,132


—


183,132

*

Selling, general and administrative expenses


50,000


43,698


6,302

14.4

Depreciation and amortization


11,305


303,929


(292,624)

(96.3)

Impairments and other


(66,159)


—


(66,159)

*

Total costs and expenses


178,278


690,707


(512,429)

(74.2)














Operating income (loss)

$
(87,295)

$
(628,410)

$
541,115

86.1














Other data:












Purchases of property and equipment

$
4,864

$
163,936

$
(159,072)

(97.0)

OIBDA

$
(75,990)

$
(324,481)

$
248,491

76.6

*
Percentage is not meaningful.


Equipment sales and other revenue . “Equipment sales and other revenue” totaled $91 million for the three months ended March 31, 2026, an increase of $29 million or 46.0% compared to the same period in 2025. The increase in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to leased spectrum revenue, partially offset by lower intercompany MNO revenue.

Cost of services and Cost of sales – equipment and other. “Cost of services” and “Cost of sales – equipment and other” totaled $183 million for the three months ended March 31, 2026, a decrease of $160 million compared to the same period in 2025. Beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of services” excludes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs, which are now included in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

In August 2025, 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. Beginning in September 2025, lease expense on communication towers and other related costs for our 5G Network have decreased, offset by the accretion of lease liabilities and certain liabilities established for exit, disposal and other costs related to the termination of our 5G Network deployment. We expect the accretion for these liabilities to continue prospectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.


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Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $50 million for the three months ended March 31, 2026, an increase of $6 million, or 14.4%, as compared to 2025. This change was primarily related to an increase in legal fees, mainly due to RSA Settlement costs of $50 million. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.

Depreciation and amortization. “Depreciation and amortization” expense totaled $11 million during the three months ended March 31, 2026 , a $293 million or 96.3% decrease compared to the same period in 2025. This change was primarily driven by no depreciation expense for the 5G Network assets impaired during the third quarter of 2025 .

In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business and in September 2025 we recorded a non-cash impairment for certain 5G Network assets. As a result, we no longer have depreciation expense related to these 5G Network assets effective September 2025.

Impairments and other . “Impairments and other” totaled $66 million during the three months ended March 31, 2026. This amount primarily related to gains on the settlement of our estimated exit, disposal and other costs related to the termination of our 5G Network deployment.


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OTHER CONSOLIDATED RESULTS

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.



























For the Three Months Ended 








March 31,

Variance

Statements of Operations Data
    
2026
    
2025
    
Amount
    
%



(In thousands)


Operating income (loss)

$
392,847

$
(88,132)

$
480,979

*














Other Income (Expense):












Interest income


29,409


65,529


(36,120)

(55.1)

Interest expense, net of amounts capitalized


(592,660)


(286,055)


(306,605)

*

Other, net


2,184


41,390


(39,206)

(94.7)

Total other income (expense)


(561,067)


(179,136)


(381,931)

*














Income (loss) before income taxes


(168,220)


(267,268)


99,048

37.1

Income tax (provision) benefit, net


20,920


63,987


(43,067)

(67.3)

Effective tax rate


12.4
%  

23.9
%  





Net income (loss)


(147,300)


(203,281)


55,981

27.5

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


(415)


(612)


197

32.2

Net income (loss) attributable to EchoStar

$
(146,885)

$
(202,669)

$
55,784

27.5

* Percentage is not meaningful.

Interest income. “Interest income” totaled $29 million during the three months ended March 31, 2026, a decrease of $36 million compared to the same period in 2025. This decrease primarily resulted from lower average cash and marketable investment securities balances and lower percentage returns earned on our cash and marketable investment securities during the three months ended March 31, 2026.

Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $593 million during the three months ended March 31, 2026, an increase of $307 million compared to the same period in 2025. The three months ended March 31, 2026 was negatively impacted by a $308 million decrease in capitalized interest compared to the same period in 2025 due to fewer activities that qualify for capitalization. As a result of the termination of the deployment of our 5G Network, we no longer have 5G Network activities that qualify for capitalization and as such ceased capitalizing interest on the 5G Network qualifying assets at the end of August 2025. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.

Other, net. “Other, net” income totaled $2 million during the three months ended March 31, 2026, a decrease of $39 million compared to the same period in 2025. The three months ended March 31, 2025 was positively impacted by $24 million in net gains on marketable and non-marketable investment securities and $11 million of early debt extinguishment gains from the repurchases of our senior secured notes. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information.

Income tax (provision) benefit, net. Our income tax benefit was $21 million during the three  months ended March 31, 2026, a decrease of $43 million compared to the same period in 2025. The change was primarily related to a decrease in loss before income taxes and the change in our effective tax rate during the three months ended March 31, 2026. Our effective tax rate during the three months ended March 31, 2026 was impacted by state valuation allowances.


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Non-GAAP Performance Measures and Reconciliation

It is management’s intent to provide non-GAAP financial information to enhance the understanding of our financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) , and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

Segment OIBDA and Adjusted OIBDA

Segment OIBDA and Adjusted OIBDA, which are presented below, are non-GAAP measures and do not purport to be alternatives to operating income (loss) as a measure of operating performance.

Segment OIBDA is calculated by adding back depreciation and amortization expense to business segments operating income (loss). See Note 11 to the Notes to our Condensed Consolidated Financial Statements for further information. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in evaluating operating performance in relation to our competitors.


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Segment Adjusted OIBDA is calculated by adding back depreciation and amortization expense and impairments and other to business segments operating income (loss). We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments as it excludes one-time, non-cash items that we do not consider to be reflective of our ongoing operating performance.







































For the Three Months Ended March 31, 2026
    
Pay-TV
    
Wireless
    
Broadband and Satellite Services
    
Other
    

Eliminations
    
Consolidated Total



(In thousands)

Segment operating income (loss)

$
471,567

$
(35,782)

$
44,184

$
(87,295)

$
173

$
392,847

Depreciation and amortization


55,866


49,499


49,940


11,305


(9)


166,601

OIBDA


527,433


13,717


94,124


(75,990)


164


559,448

Impairments and other


—


—


—


(66,159)


—


(66,159)

Adjusted OIBDA

$
527,433

$
13,717

$
94,124

$
(142,149)

$
164

$
493,289





















For the Three Months Ended March 31, 2025



















Segment operating income (loss)

$
653,430

$
(93,894)

$
(19,195)

$
(628,410)

$
(63)

$
(88,132)

Depreciation and amortization


76,443


20,187


104,898


303,929


(17,124)


488,333

OIBDA


729,873


(73,707)


85,703


(324,481)


(17,187)


400,201

Impairments and other


—


—


—


—


—


—

Adjusted OIBDA

$
729,873

$
(73,707)

$
85,703

$
(324,481)

$
(17,187)

$
400,201


The changes in OIBDA and Adjusted OIBDA during the three months ended March 31, 2026, compared to the same period in 2025, were primarily a result of the factors described in connection with operating revenues and operating expenses.


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GUARANTOR FINANCIAL INFORMATION

Our senior secured notes, consisting of our 10 3/4% Senior Secured Notes due 2029 and 6 3/4% Senior Secured Notes due 2030 and our 3 7/8% Convertible Secured Notes due 2030 (together, the “EchoStar Notes”), are jointly and severally guaranteed on a senior secured basis by certain of our wholly-owned subsidiaries (the “Guarantors”). The Guarantors consist of, Northstar Wireless, L.L.C., SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. (the “Spectrum Assets Guarantors”) and Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. the (“Equity Pledge Guarantors”).

Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee the EchoStar Notes. The guarantee of the Guarantors will be discharged and released in accordance with the terms of the applicable indenture. The rights of holders of the EchoStar Notes against the Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law.

Each entity in the summarized combined financial information follows the same accounting policies as described in our condensed consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis and is derived from EchoStar’s condensed consolidated financial statements; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.

As a result of the RSA in the first quarter of 2026, the combined obligor group of the EchoStar Notes includes certain amounts previously not included.

The summarized balance sheet information for the combined obligor group of the EchoStar Notes is presented in the table below.

















As of



March 31,

December 31,



2026

2025



(In thousands)

Current assets
    
$
1,679,258

$
2,913,656

Noncurrent assets


12,363,865


12,386,980

Current liabilities


679,954


380,977

Noncurrent liabilities


9,656,478


9,382,826

Due from non-guarantors


1,639,897


1,378,026




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











For the Three Months Ended 



March 31, 2026



(In thousands)

Total revenues
    
$
164

Operating income (loss)


(52,117)

Net income (loss)


(195,828)


LIQUIDITY AND CAPITAL RESOURCES

Cash, Cash Equivalents, Current Restricted Cash and Cash Equivalents and Current Marketable Investment Securities

We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information regarding our current restricted cash and cash equivalents and marketable investment securities. As of March 31, 2026, our cash, cash equivalents, current restricted cash and cash equivalents, and current marketable investment securities totaled $1.516 billion compared to $3.160 billion as of December 31, 2025, a decrease of $1.644 billion. This decrease in cash, cash equivalents, current restricted cash and cash equivalents and current marketable investment securities primarily resulted from the redemption of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 of $1.787 billion and capital expenditures of $133 million (including capitalized interest related to regulatory authorizations), partially offset by cash generated from operating activities of $238 million.

Cash Flow

The following discussion highlights our cash flow activities during the three months ended March 31, 2026.

Cash flows from operating activities

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 operating activities” was impacted by the timing difference between book expense and cash payments, including income taxes, cash interest payments and other working capital changes.

Cash flows from investing activities

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).


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Cash flows from financing activities

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.

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 and for certain other activities. Free cash flow is not a measure determined in accordance with GAAP and should not be considered a substitute for “Operating income (loss),” “Net income (loss),” “Net cash flows from operating activities” or any other measure determined in accordance with GAAP. Since free cash flow includes investments in operating assets, we believe this non-GAAP liquidity measure is useful in addition to the most directly comparable GAAP measure “Net cash flows from operating activities.”

Free cash flow can be significantly impacted from period to period by changes in “Net income (loss)” adjusted to exclude certain non-cash charges, operating assets and liabilities, “Purchases of property and equipment” and “Capitalized interest related to regulatory authorizations.” These items are shown in the “Net cash flows from operating activities” and “Net cash flows from investing activities” sections on our Condensed Consolidated Statements of Cash Flows included herein. Operating asset and liability balances can fluctuate significantly from period to period and there can be no assurance that free cash flow will not be negatively impacted by material changes in operating assets and liabilities in future periods, since these changes depend upon, among other things, management’s timing of payments and control of inventory levels, and cash receipts. In addition to fluctuations resulting from changes in operating assets and liabilities, free cash flow can vary significantly from period to period depending upon, among other things, subscriber additions (losses), service revenue, subscriber churn, subscriber acquisition and retention costs including amounts capitalized under our equipment lease programs for DISH TV subscribers, operating efficiencies, increases or decreases in purchases of property and equipment, expenditures related to our Hybrid MNO network, cash interest payments and other factors and historical expenditures for our 5G Network.

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

















For the Three Months Ended 



March 31,


    
2026
    
2025



(In thousands)

Net cash flows from operating activities
    
$
238,284

$
206,755

Purchases of property and equipment (including capitalized interest related to regulatory authorizations)


(133,435)


(378,484)

Free cash flow

$
104,849

$
(171,729)




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



Operational Liquidity

We make general investments in property such as, among others, satellites, wireless devices, set-top boxes, information technology and facilities that support our businesses. For some of these investments, changes in trade policies, including, but not limited to, tariffs and other restrictions, could increase, among other things, our costs, disrupt our supply chain and negatively affect our business, operations and financial condition.

Since we are primarily a subscriber-based company, we make subscriber-specific investments to acquire new subscribers and retain existing subscribers. While the general investments may be deferred without impacting the business in the short-term, the subscriber-specific investments are less discretionary. Our overall objective is to generate sufficient cash flow over the life of each subscriber to provide an adequate return against the upfront investment. Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment.

There are a number of factors that impact our future cash flow compared to the cash flow we generate at a given point in time.  The first factor is our churn rate and how successful we are at retaining our current subscribers.  To the extent we lose subscribers from our existing base, the positive cash flow from that base is correspondingly reduced.  The second factor is how successful we are at maintaining our service margins. To the extent our “Cost of services” grow faster than our “Service revenue,” the amount of cash flow that is generated per existing subscriber is reduced.  Our Pay-TV service margins have been reduced by, among other things, higher programming costs. Our Wireless service margins are impacted by, among other things, our MNSA agreement with T-Mobile and our NSA agreement with AT&T and the speed with which we are able to transition Wireless subscribers to our Hybrid MNO network.  The third factor is the rate at which we acquire new Pay-TV, Wireless and Broadband subscribers.  The faster we acquire new subscribers, the more our positive ongoing cash flow from existing subscribers is offset by the negative upfront cash flow associated with acquiring new subscribers. Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period. 

Finally, our future cash flow is impacted by, among other things, the rate at which we incur litigation expense, make cash interest payments, participate in FCC wireless spectrum auctions, settle contractual obligations and any cash flow from financing activities. We expect our capital expenditures (including capitalized interest) to continue to decrease during 2026. As a result, our historical cash flow is not necessarily indicative of our future cash flows. In addition, declines in our subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines for some if not all of our segments will not continue.

Beginning on  October 1, 2025 , and ending at the close of business on  June 30, 2026, our 3 7/8% Convertible Secured Notes due 2030 are convertible, at the option of the holders. These notes are convertible, at our election, into cash, 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 Note 9 in the Notes to our Condensed Consolidated Financial Statements for further information.

Subscriber Base – Pay TV, Wireless and Broadband and Satellite Services Segments

See “Results of Operations” above for further information.


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Subscriber Acquisition and Retention Costs

We incur significant upfront costs to acquire Pay-TV, Wireless and Broadband subscribers, including, but not limited to, advertising, independent third-party retailer incentives, payments made to third parties, equipment and wireless device subsidies, installation services and/or new customer promotions. While we attempt to recoup these upfront costs over the lives of their subscription, there can be no assurance that we will be successful in achieving that objective. We employ certain business rules for acquiring subscribers, including, but not limited to, minimum credit requirements, identity verification and contractual commitments. We strive to provide outstanding customer service to increase the likelihood of customers keeping their service over longer periods of time. Our subscriber acquisition costs may vary significantly from period to period.

We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers, and by providing retention credits. As with our subscriber acquisition costs, our retention upgrade spending includes the cost of equipment and installation services. In certain circumstances, we also offer programming at no additional charge and/or promotional pricing for limited periods to existing customers in exchange for a contractual commitment to receive service for a minimum term. A component of our retention efforts includes the installation of equipment for customers who move. Retention costs for Wireless subscribers are primarily related to promotional pricing on upgraded wireless devices for qualified existing subscribers and promotional credits. Our DISH TV and Wireless subscriber retention costs may vary significantly from period to period.

Seasonality

Historically, the first half of the year generally produces fewer gross new DISH TV subscriber activations than the second half of the year, as is typical in the pay-TV industry. In addition, the first and fourth quarters generally produce a lower DISH TV churn rate than the second and third quarters. However, in recent years, as the pay-TV industry has matured, we and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. As a result, historical trends in seasonality described above may not be indicative of future trends.

Our net SLING TV subscriber additions are impacted by, among other things, certain major sporting events and other major television events. The first and third quarters generally produce higher gross new Wireless subscriber activations. The historical trends discussed above, for net DISH TV subscriber additions, net SLING TV subscriber additions and gross new Wireless subscriber activations, may not be indicative of future trends. There can be no assurance that these trends will not continue and/or accelerate.


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



Satellites

Pay-TV Segment. Operation of our DISH TV services requires that we have adequate satellite transmission capacity for the programming that we offer. Moreover, competitive conditions may require that we expand our offering of new programming. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of critical programming or a significant delay in our plans to expand programming as necessary to remain competitive and cause us to expend a significant portion of our cash to acquire or lease additional satellite capacity.

Broadband and Satellite Services Segment. Operation of our Broadband and Satellite Services segment also requires adequate satellite transmission capacity for the services that we offer. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of services.

Covenants and Restrictions Related to our Long-Term Debt

We are subject to the covenants and restrictions set forth in the indentures related to our long-term debt.

EchoStar Corporation

The indentures related to our outstanding EchoStar senior secured notes and convertible senior secured notes contain restrictive covenants that impose limitations on our and certain of our subsidiaries’ ability to, among other things,: (i) incur or guarantee additional indebtedness; (ii)  make certain investments and other restricted payments; (iii) create liens; (iv) enter into certain transactions with affiliates; (v) merge or consolidate with another company; (vi)  transfer or sell assets; (vii) allow to exist certain restrictions on paying dividends or other payments; and (viii) guarantor engagement in new activities. Should we fail to comply with these covenants, all or a portion of the debt under the senior secured notes could become immediately payable. The senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the convertible senior secured notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their convertible notes. As of the date of filing of this Quarterly Report on Form 10-Q, we were in compliance with the covenants and restrictions related to our respective long-term debt.

DISH Network and DISH DBS Corporation

The indentures related to our outstanding senior notes issued by DISH DBS Corporation (“DISH DBS”) contain restrictive covenants that impose limitations on the ability of DISH DBS and its restricted subsidiaries to, among other things,: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii)  transfer or sell assets. The indentures related to our outstanding DISH Network and DISH DBS senior secured notes contain restrictive covenants that, among other things, impose limitations on our ability and certain of our subsidiaries to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on our capital stock or repurchase our capital stock; (iv) make certain investments of spectrum collateral; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets.


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Should we fail to comply with these covenants, all or a portion of the debt under the senior notes, senior secured notes and our other long-term debt could become immediately payable. The senior notes and senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the Convertible Notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their Convertible Notes. As of the date of filing of this Quarterly Report on Form 10-Q, we, DISH Network and DISH DBS were in compliance with the covenants and restrictions related to our respective long-term debt.

Hughes Satellite Systems Corporation

The indentures related to our outstanding senior notes issued by Hughes Satellite Systems Corporation (“HSSC”) contain restrictive covenants that impose limitations on the ability of HSSC and its restricted subsidiaries to, among other things,: (i) incur additional indebtedness; (ii) pay dividends or make distributions on HSSC’s capital stock or repurchase HSSC’s capital stock; (iii) allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. As of the date of filing of this Quarterly Report on Form 10-Q, we and HSSC were in compliance with the covenants and restrictions related to our respective long-term debt.

Other

We are also vulnerable to fraud, particularly in the acquisition of new subscribers, which includes the sale of wireless devices. While we are addressing the impact of subscriber fraud through a number of actions, there can be no assurance that we will not continue to experience fraud or that any fraud we have experienced does not accelerate, which could impact our subscriber growth and churn. Economic weakness may create greater incentive for signal theft, piracy and subscriber fraud, which could lead to higher subscriber churn and reduced revenue.

Obligations and Future Capital Requirements

Contractual Obligations

See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.

Future Capital Requirements

We expect to fund our future working capital, capital expenditures, other investments and debt service requirements for the next twelve months from cash generated from operations, existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.

The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies, depending on, among other things, the potential purchase of additional wireless spectrum licenses, including any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC, and the rate at which we acquire new subscribers and the cost of subscriber acquisition and retention. Certain of our capital expenditures for 2026 are expected to be driven by costs associated with our Hybrid MNO network and subscriber premises equipment. These expenditures are necessary for our Hybrid MNO network as well as to operate and maintain our DISH TV services. Consequently, we consider certain of them to be non-discretionary.


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


Our capital expenditures vary depending on, among other things, the number of satellites leased or under construction at any point in time and could increase materially as a result of increased competition, significant satellite failures or economic weakness and uncertainty. Our DISH TV and Broadband subscriber bases have been declining and there can be no assurance that both subscriber bases will not continue to decline and that the pace of such decline will not accelerate. In the event that our DISH TV and Broadband subscriber bases continues to decline, it will have a material adverse long-term effect on our cash flow.

Volatility in the financial markets has made it more difficult at times for issuers of high-yield indebtedness, such as us, to access capital markets at favorable terms or at all . These developments may have a significant effect on our cost of financing and our liquidity position.

Availability of Credit and Effect on Liquidity

The ability to raise capital has generally existed for us despite economic weakness and uncertainty. While modest fluctuations in the cost of capital will not likely impact our current operational plans, significant fluctuations could have a material adverse effect on our business, results of operations and financial condition.

Debt Issuances and Maturities

Maturities

7 3/4% Senior Notes due 2026 . Our 7 3/4% Senior Notes due 2026 with a principal balance of approximately $2.0 billion mature on July 1, 2026. We expect to fund this obligation from existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.

5   1/4% Senior Secured Notes due 2026. During the year ended December 31, 2025, we repurchased approximately $123 million of our 5 1/4% Senior Secured Notes due 2026 in open market trades. The remaining balance of approximately $627 million matures on August 1, 2026. The issuer of the 5 1/4% Senior Secured Notes due 2026, our subsidiary Hughes Satellite Systems Corporation (“HSSC”), does not currently have the necessary cash and cash equivalents and marketable investment securities and/or projected future cash flows or committed financing to fund this obligation. HSSC will need to raise additional capital, refinance and/or restructure all or a portion of such obligation prior to maturity, which may not be available on favorable terms or at all. In addition, we may or may not provide additional liquidity to HSSC in the future necessary to meet this obligation.

6 5/8% Unsecured Senior Notes due 2026. Our 6 5/8% Unsecured Senior Notes due 2026 with a principal balance of approximately $750 million mature on August 1, 2026. The issuer of the 6 5/8% Unsecured Senior Notes due 2026, our subsidiary HSSC, does not currently have the necessary cash and cash equivalents and marketable investment securities and/or projected future cash flows or committed financing to fund this obligation. HSSC will need to raise additional capital, refinance and/or restructure all or a portion of such obligation prior to maturity, which may not be available on favorable terms or at all. In addition, we may or may not provide additional liquidity to HSSC in the future necessary to meet this obligation.

3 3/8% Convertible Notes due 2026. Our 3 3/8% Convertible Notes due 2026 with a principal balance of approximately $45 million matures on August 15, 2026. We expect to fund this obligation from existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.


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5 1/4% Senior Secured Notes due 2026. Our 5 1/4% Senior Secured Notes due 2026 with a principal balance of approximately $2.750 billion mature on December 1, 2026. We expect to fund this obligation from existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.

Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029. 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.

New Accounting Pronouncements
See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.



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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the three months ended March 31, 2026. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. CONTROLS AND PROCEDURES

Conclusion regarding disclosure controls and procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS

See Note 10 “ Commitments and Contingencies – Contingencies – Litigation ” in the Notes to our Condensed Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.

Item 1A. RISK FACTORS

Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors.



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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Stock Repurchase Program

The following table provides information regarding repurchases of our Class A common stock from January 1, 2026 through March 31, 2026:






























Total Number of

Maximum Approximate



Total




Shares Purchased

Dollar Value of Shares



Number of

Average

as Part of Publicly

that May Yet be



Shares

Price Paid

Announced

Purchased Under the

Period
    
Purchased
    
per Share
    
Programs
    
Programs (1)



(In thousands, except share data)

January 1, 2026 - January 31, 2026

—

$
—

—

$
951,488

February 1, 2026 - February 25, 2026

—

$
—

—

$
951,488

February 26, 2026 - February 28, 2026

—

$
—

—

$
2,000,000

March 1, 2026 - March 31, 2026

—

$
—

—

$
2,000,000

Total

—

$
—

—

$
2,000,000

(1) Our Board of Directors previously authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2026. On February 26, 2026, our Board of Directors extended the plan such that we are currently authorized to repurchase up to $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors.


Item 5. OTHER INFORMATION

10b5-1 Trading Arrangements

None of the Company’s directors or Section 16 officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

On March 5, 2026 , Dean A. Manson , Chief Legal Officer and Secretary adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the potential sale of up to 53,700 shares (including certain options that expire on April 1, 2034) of our Class A common stock, subject to certain conditions. The arrangement's expiration date is March 5, 2027 .

On March 6, 2026 , Hamid Akhavan , Chief Executive Officer , EchoStar Capital, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the potential sale of up to 142,917 shares (including certain options that expire on April 1, 2034) of our Class A common stock, subject to certain conditions. The arrangement's expiration date is June 12, 2026 .



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Item 6. EXHIBITS
Exhibits.








TEST










10.1*
Restructuring Support Agreement, dated March 19, 2026, among EchoStar, DISH Network, DISH DBS, certain DISH DBS subsidiaries and the Consenting Creditors (as defined therein) (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of EchoStar Corporation filed March 19, 2026).  




22 ◻
List of Subsidiary Guarantors




31.1 ◻
Section 302 Certification of Chief Executive Officer.




31.2 ◻
Section 302 Certification of Chief Financial Officer.






32.1 ◻
Section 906 Certification of Chief Executive Officer.






32.2 ◻
Section 906 Certification of Chief Financial Officer.






101 ◻
The following materials from the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended March 31, 2026 filed on May 8, 2026 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements.




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

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







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







ECHOSTAR CORPORATION






By:
/s/ Charles W. Ergen



Charles W. Ergen



Chairman, President and Chief Executive Officer (Principal Executive Officer)






By:
/s/ Paul W. Orban



Paul W. Orban



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

Date: May 8, 2026







112