SEC EDGAR · 10-Q
10-Q – 2026-08-03 – sats-20260630x10q.htm

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Omsättning
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 135
| ● 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 10, were converted. The potential dilution from stock awards is accounted for using the treasury stock me |
| 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 3 for non-cash data related to the Prepackaged Chapter 11 Plan and Deconsolidated Entities. Also see Note 9 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. |
| Adjusted free cash flow . We define adjusted 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,” adjusted to add (i) “SpaceX Reimbursement of Cash Interim Debt Service Payments” 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 six months ended June 30, 2026. |
| Free Cash Flow and Adjusted Free Cash Flow |
Fritt kassaflöde
| Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. |
| Adjusted free cash flow . We define adjusted 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,” adjusted to add (i) “SpaceX Reimbursement of Cash Interim Debt Service Payments” as shown on our Condensed Consolidated Statements of Cash Flows. |
| Free Cash Flow and Adjusted 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 |
| We define adjusted 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,” adjusted to add (i) “SpaceX Reimbursement of Cash Interim Debt Service Payments” as shown on our Condensed Consolidated Statements of Cash Flows. We believe adjusted free cash flow is an important metric because, while the SpaceX Reimbursement of Cash Interim Debt Service Payments represents a one-tim |
| Free cash flow and adjusted free cash flow are not measures 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 and adjusted 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 |
| 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 and adjusted free cash flow to “Net cash flows from operating activities.” |
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 6) |
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 6) |
| As of June 30, 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. |
6. 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: |
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. |
| Adjusted free cash flow . We define adjusted 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,” adjusted to add (i) “SpaceX Reimbursement of Cash Interim Debt Service Payments” as shown on our Condensed Consolidated Statements of Cash Flows. |
| For the six months ended June 30, 2026, we reported inflows from “Net cash flows from operating activities” of $228 million primarily attributable to $159 million of “Net income (loss)” adjusted to exclude the non-cash items for “Depreciation and amortization” expense, “Impairments and other,” “Deconsolidation gain,” “Realized and unrealized losses (gains) and impairments on investments and other,” “Non-cash, stock-based compensation” expense, and “Deferred tax expense (benefit).” In addition, “ |
| For the six months ended June 30, 2026, we reported inflows from “Net cash flows from investing activities” of $812 million primarily related to $995 million in net sales of marketable investment securities and the $414 million SpaceX Reimbursement of Cash Interim Debt Service Payments, partially offset by cash divested from the Deconsolidated Entities of $363 million and capital expenditures of $226 million (including capitalized interest related to regulatory authorizations). |
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, 160,892,524 and 159,266,457 shares issued, 159,103,504 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 10, were converted. The potential dilution from stock awards is accounted for using the treasury stock me |
| 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 |
In addition, the Prepackaged Chapter 11 Cases may disrupt relationships with vendors, customers, regulators and other counterparties, may reduce vendor confidence, make it harder for us to attract new customers and contribute to customer churn across active businesses, including DISH TV and Sling TV, and may make it more difficult to attract and retain employees. Consummation of the Prepackaged Chapter 11 Plan will require the devotion of management attention, and expenses related to the Prepack | ● Consolidated financial condition, debt and capital markets risks: The Prepackaged Chapter 11 Cases and our broader consolidated debt burden could materially adversely affect our liquidity, credit profile, access to capital and the market price of our securities. As a result, an investment in our securities may be highly speculative and subject to significant volatility.
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_JUNE 30, 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 JUNE 30, 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

ECHO

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 July 21, 2026, the registrant’s outstanding common stock consisted of 159,142,240 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 (Unaudited)
1






Condensed Consolidated Balance Sheets
1






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






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






Condensed Consolidated Statements of Cash Flows
4






Notes to Condensed Consolidated Financial Statements
5





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





Item 3.
Quantitative and Qualitative Disclosures About Market Risk
133





Item 4.
Controls and Procedures
133





PART II — OTHER INFORMATION





Item 1.
Legal Proceedings
133





Item 1A.
Risk Factors
134





Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
135





Item 3.
Defaults Upon Senior Securities
None





Item 4.
Mine Safety Disclosures
None





Item 5.
Other Information
136





Item 6.
Exhibits
136






Signatures
137






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:

In light of the Prepackaged Chapter 11 Plan involving the DISH DBS Filing Entities and the DISH Wireless Filing Entities (each as hereafter defined), a portion of our business has been deconsolidated for financial reporting purposes. The business description and risk factors below remain accurate as a description of our business and risk profile, but should be read together with the effects, and potential effects, of that deconsolidation and the related bankruptcy proceedings. See Note 3 for further information.

SUMMARY OF RISK FACTORS

Risks Relating to Bankruptcy

● We are subject to risks and uncertainties associated with the Chapter 11 bankruptcy proceedings of certain of our subsidiaries.

Risks Relating to Pending Transactions

● The timing and closing of the SpaceX Transactions are not certain, and are subject to certain conditions, some of which we cannot control, which could result in the SpaceX Transactions 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 SpaceX Transactions.

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.


i

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Competition and Economic Risks

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

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

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

● Through the MNSA and the NSA, we depend 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.

ii

Table of Contents


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

Risks Related to our Human Capital

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

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

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

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

● 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

● Certain of our subsidiaries currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund their obligations over the next twelve months, which raises substantial doubt about 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.

iii

Table of Contents

● We may 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.

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



iv

Table of Contents

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
















As of  



June 30,

December 31,


    
2026
    
2025

Assets







Current Assets:







Cash and cash equivalents

$
439,988

$
1,883,074

Current restricted cash, cash equivalents and marketable investment securities (Note 6)


1,055,678


175,838

Marketable investment securities


56,205


1,100,891

Trade accounts receivable, net of allowance for credit losses of $ 167,370 and $ 79,590 , respectively


905,613


1,273,849

Inventory


322,390


380,647

Prepaids and other assets


229,671


284,194

Regulatory authorizations held for sale, net (Note 11)


16,822,253


—

Other current assets


21,926


34,678

Total current assets


19,853,724


5,133,171









Noncurrent Assets:







Restricted cash, cash equivalents and marketable investment securities


55,081


176,203

Property and equipment, net


1,760,321


2,243,515

Regulatory authorizations, including restricted, net (Note 11)


17,116,754


34,548,952

Other investments, net


212,562


194,046

Operating lease assets


66,696


214,549

Intangible assets, net


49,124


54,413

Other noncurrent assets, net


311,136


451,506

Total noncurrent assets


19,571,674


37,883,184

Total assets

$
39,425,398

$
43,016,355









Liabilities and Stockholders’ Equity (Deficit)







Current Liabilities:







Trade accounts payable

$
251,882

$
541,706

Deferred revenue and other


221,389


639,173

Accrued programming


—


1,224,222

Accrued interest


170,350


309,462

Other accrued expenses and liabilities


1,727,475


2,327,587

Current portion of debt, finance lease and other obligations (Note 10)


1,446,316


7,321,269

Total current liabilities


3,817,412


12,363,419









Long-Term Obligations, Net of Current Portion:







Long-term debt, finance lease and other obligations, net of current portion (Note 10)


15,985,387


18,658,602

Deferred tax liabilities, net


3,406,850


598,590

Operating lease liabilities


120,325


4,137,269

Long-term deferred revenue and other long-term liabilities


1,894,020


1,446,477

Total long-term obligations, net of current portion


21,406,582


24,840,938

Total liabilities


25,223,994


37,204,357









Commitments and Contingencies (Note 11)















Stockholders’ Equity (Deficit):







Class A common stock, $ 0.001 par value, 1,600,000,000 shares authorized, 160,892,524 and 159,266,457 shares issued, 159,103,504 and 157,477,437 shares outstanding, respectively


161


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


8,949,104


8,875,937

Accumulated other comprehensive income (loss)


( 182,530 )


( 183,188 )

Accumulated earnings (deficit)


5,436,744


( 2,878,743 )

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


( 48,512 )


( 48,512 )

Total EchoStar stockholders’ equity (deficit)


14,155,098


5,765,784

Noncontrolling interests


46,306


46,214

Total stockholders’ equity (deficit)


14,201,404


5,811,998

Total liabilities and stockholders’ equity (deficit)

$
39,425,398

$
43,016,355


Note: The June 30, 2026 changes primarily resulted from the Deconsolidated Subsidiaries, unless noted otherwise. See Note 3 for further information on the Deconsolidated Subsidiaries.
The accompanying notes are an integral part of these condensed consolidated financial statements.

1

Table of Contents


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




























For the Three Months Ended 

For the Six Months Ended 



June 30,

June 30,


    
2026
    
2025
    
2026
    
2025

Revenue:













Service revenue

$
3,301,538

$
3,540,107

$
6,677,078

$
7,146,263

Equipment sales and other revenue


274,626


184,852


566,575


448,454

Total revenue


3,576,164


3,724,959


7,243,653


7,594,717















Costs and Expenses (exclusive of depreciation and amortization):













Cost of services


1,928,151


2,461,631


3,926,419


4,893,829

Cost of sales - equipment and other


418,970


354,187


955,877


793,695

Selling, general and administrative expenses


547,848


629,494


1,186,873


1,227,345

Depreciation and amortization


170,543


493,055


337,144


981,388

Impairments and other


( 2,286 )


—


( 68,445 )


—

Total costs and expenses


3,063,226


3,938,367


6,337,868


7,896,257















Operating income (loss)


512,938


( 213,408 )


905,785


( 301,540 )















Other Income (Expense):













Interest income


40,912


65,369


70,321


130,898

Interest expense, net of amounts capitalized (Note 2)


( 509,146 )


( 279,232 )


( 1,101,806 )


( 565,287 )

Deconsolidation gain (Note 3)


9,728,958


—


9,728,958


—

Other, net (Note 6)


16,452


35,137


18,636


76,527

Total other income (expense)


9,277,176


( 178,726 )


8,716,109


( 357,862 )















Income (loss) before income taxes


9,790,114


( 392,134 )


9,621,894


( 659,402 )

Income tax (provision) benefit, net


( 1,327,569 )


85,290


( 1,306,649 )


149,277

Net income (loss)


8,462,545


( 306,844 )


8,315,245


( 510,125 )

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


173


( 712 )


( 242 )


( 1,324 )

Net income (loss) attributable to EchoStar

$
8,462,372

$
( 306,132 )

$
8,315,487

$
( 508,801 )















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













Basic


290,141


287,505


289,581


287,012

Diluted


351,622


287,505


351,432


287,012















Earnings per share - Class A and B common stock:













Basic net income (loss) per share attributable to EchoStar

$
29.17

$
( 1.06 )

$
28.72

$
( 1.77 )

Diluted net income (loss) per share attributable to EchoStar

$
24.12

$
( 1.06 )

$
23.76

$
( 1.77 )















Comprehensive Income (Loss):













Net income (loss)

$
8,462,545

$
( 306,844 )

$
8,315,245

$
( 510,125 )

Other comprehensive income (loss):













Foreign currency translation adjustments


( 883 )


6,221


2,003


15,485

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


( 32 )


( 236 )


( 1,286 )


( 1,282 )

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


( 33 )


( 129 )


223


1,128

Deferred income tax (expense) benefit, net


244


( 15 )


52


158

Total other comprehensive income (loss), net of tax


( 704 )


5,841


992


15,489

Comprehensive income (loss)


8,461,841


( 301,003 )


8,316,237


( 494,636 )

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


213


445


92


1,635

Comprehensive income (loss) attributable to EchoStar

$
8,461,628

$
( 301,448 )

$
8,316,145

$
( 496,271 )


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

2

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

Issuance of Class A common stock


1


21,292


—


—


—


—


21,293

Non-cash, stock-based compensation


—


8,514


—


—


—


—


8,514

Other comprehensive income (loss)


—


—


4,684


—


—


1,157


5,841

Net income (loss) attributable to noncontrolling interests


—


—


—


—


—


( 712 )


( 712 )

Net income (loss) attributable to EchoStar


—


—


—


( 306,132 )


—


—


( 306,132 )

Balance, June 30, 2025

$
287

$
8,809,264

$
( 183,181 )

$
11,109,636

$
—

$
55,488

$
19,791,494






















































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

Issuance of Class A common stock


1


14,175


—


—


—


—


14,176

Non-cash, stock-based compensation


—


47,984


—


—


—


—


47,984

Other comprehensive income (loss)


—


—


( 744 )


—


—


40


( 704 )

Net income (loss) attributable to noncontrolling interests


—


—


—


—


—


173


173

Net income (loss) attributable to EchoStar


—


—


—


8,462,372


—


—


8,462,372

Balance, June 30, 2026

$
292

$
8,949,104

$
( 182,530 )

$
5,436,744

$
( 48,512 )

$
46,306

$
14,201,404


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


3

Table of Contents

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
















For the Six Months Ended 



June 30,


    
2026
    
2025

Cash Flows From Operating Activities:







Net income (loss)
    
$
8,315,245

$
( 510,125 )

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







Depreciation and amortization


337,144


981,388

Impairments and other


( 68,445 )


—

Deconsolidation gain (Note 3)


( 9,728,958 )


—

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


( 8,472 )


( 64,831 )

Non-cash, stock-based compensation


23,363


16,123

Interest expense paid in kind on long-term debt


—


114,756

Deferred tax expense (benefit)


1,289,307


( 174,719 )

Changes in allowance for credit losses


( 5,352 )


15,603

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


( 82,222 )


420

Other, net


100,005


609

Changes in operating assets and operating liabilities, net


56,709


( 164,957 )

Net cash flows from operating activities


228,324


214,267









Cash Flows From Investing Activities:







Purchases of marketable investment securities


( 577,120 )


( 2,247,724 )

Sales and maturities of marketable investment securities


1,571,636


1,526,245

Purchases of property and equipment (Note 8)


( 225,734 )


( 551,600 )

Capitalized interest related to regulatory authorizations (Note 2)


—


( 573,785 )

SpaceX Reimbursement of Cash Interim Debt Service Payments (Note 1)


413,663


—

Cash divested from the Deconsolidated Entities


( 362,968 )


—

Sale of Fiber business


—


47,207

Other, net


( 7,743 )


( 64 )

Net cash flows from investing activities


811,734


( 1,799,721 )









Cash Flows From Financing Activities:







Repayment of debt, finance lease and other obligations


( 16,221 )


( 46,272 )

Redemption and repurchases of debt (Note 10)


( 1,787,082 )


( 456,049 )

Proceeds from issuance of debt (Note 10)


—


150,000

Debt issuance costs and debt (discount) premium


—


( 946 )

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


21,689


6,994

Other, net


2,700


( 31,189 )

Net cash flows from financing activities


( 1,778,914 )


( 365,997 )









Effect of exchange rates on cash and cash equivalents


19


2,965









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


( 738,837 )


( 1,948,486 )

Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 6)


2,182,155


4,593,804

Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 6)

$
1,443,318

$
2,645,318


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



4

Table of Contents

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

Principal Business

EchoStar Corporation is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV   ®, DISH® TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands. EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) and until June 30, 2026 operated four primary business segments: (1) Pay-TV; (2) Wireless; (3) Broadband and Satellite Services; and (4) Other. Substantially all of our Pay-TV segment and our Other segment were deconsolidated as of June 30, 2026. The financial positions of the Deconsolidated Subsidiaries are no longer included in our condensed consolidated financial statements subsequent to the deconsolidation date. Our results of operations include the operations of the Deconsolidated Subsidiaries through and including the deconsolidation date of June 30, 2026. See Note 3 for further information.

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 proceeds of $ 20.250 billion in cash. 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 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”). As of June 30, 2026, the DISH 2021 Intercompany Loan Payoff includes $ 2.844 billion due to DISH DBS for the DISH 2021 Intercompany Loan 2028 Tranche and $ 4.767 billion due to us for the DISH 2021 Intercompany Loan 2026 Tranche. The DISH 2021 Intercompany Loan is secured by the 3.45 GHz Licenses and certain other wireless spectrum licenses. See Note 10 for definitions and further information.

In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”). As of June 30, 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.



5

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


AT&T Transactions Closing Updates

On May 12, 2026, the AT&T Transactions received regulatory approvals from both the Federal Communications Commission (“FCC”) and the United States Department of Justice (the “DOJ”) . Upon receipt of the regulatory approvals, the 3.45 GHz and 600 MHz Licenses held in our Other segment were reclassified from noncurrent assets “Regulatory authorizations, including restricted, net” to current assets “Regulatory authorizations held for sale, net” on our Condensed Consolidated Balance Sheets as of June 30, 2026.

On July 28, 2026, we and AT&T completed the closing of the AT&T Transactions (the “AT&T Closing”), pursuant to which we sold all our 3.45 GHz and 600 MHz Licenses and entered into a 99-year extension of existing leases for AT&T’s exclusive use of certain wireless spectrum licenses in Hawaii. In connection with the AT&T Closing, we received proceeds of $ 20.250 billion in cash from AT&T and AT&T directly remitted $ 2.4 billion into the mandated Wireless Creditor Trust (as defined below). Concurrently with the AT&T Closing, approximately $ 2.844 billion outstanding under the DISH 2021 Intercompany Loan 2028 Tranche due to DISH DBS was satisfied in full by DISH Network. The DISH DBS Deconsolidated Subsidiaries used these proceeds to fully repay the aggregate principal balance of $ 2.0 billion for the DISH DBS 7 3/4% Senior Notes due on July 1, 2026. The repayment in full for the DISH DBS 7 3/4% Senior Notes due on July 1, 2026 and the discharge of the related Indenture obligations were authorized by the Bankruptcy Court presiding over the DISH DBS Filing Entities’ pending restructuring proceedings. In addition, the aggregate principal balance of $ 3.5 billion for the DISH Network 11 3/4% Senior Secured Notes due 2027 were redeemed in full. Furthermore, on July 28, 2026, we contributed our receivable for the DISH 2021 Intercompany Loan 2026 Tranche to DISH Network. As a result of this contribution, the $ 4.767 billion outstanding balance of the DISH 2021 Intercompany Loan 2026 Tranche including interest paid in kind was extinguished.

As a condition of the FCC’s regulatory approval of the AT&T Transactions, the FCC mandated the establishment of a trust fund in the amount of $ 2.4 billion (the “Wireless Creditor Trust”). The Wireless Creditor Trust is managed by a FCC approved third-party trustee and used to pay obligations to persons or entities that may obtain a final judgment, arbitration award or settlement for amounts due in connection with the construction, operation, maintenance, decommissioning and provisioning of goods or services related to communications sites and the communications network associated with the 3.45 GHz and 600 MHz Licenses being sold in the AT&T Transactions.

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”).


6

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



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 consists of two steps: first, the AWS-4 and H-Block Licenses were 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”).

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, prior to the stock split discussed below, (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 June 30, 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, and the Trust.

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.

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.


7

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


As part of the Spectrum Transfer Closing, discussed below in “SpaceX Transactions Closing Updates,” in May 2026, SpaceX reimbursed us $ 414 million for cash interest payments we previously made on the Seller Notes (the “SpaceX Reimbursement of Cash Interim Debt Service Payments”). In addition, in June 2026, the Trust made interest payments on our behalf of $ 414 million on the Seller Notes (the “Interim Debt Service Payments by the Trust”). As of June 30, 2026, Interim Debt Service payments totaled approximately $ 828 million, which are recorded in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets, which will be recognized as a gain upon the closing of the SpaceX Transactions.

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.

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, prior to the stock split discussed below. 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, prior to the stock split discussed below, (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.

SpaceX Transactions Closing Updates

In May 2026, SpaceX issued a 5 -for-1 stock split on SpaceX’s Class A Common Stock and as a result the Amended Equity Amount up to $ 11 billion to be paid in SpaceX’s Class A Common Stock is payable through the issuance of approximately 261.8 million shares of SpaceX’s Class A common stock at a fixed value of $ 42.40 per share (the “SpaceX Stock”).


8

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



On May 12, 2026, the SpaceX Transactions received regulatory approval from the FCC. The DOJ waiting period had previously expired. On May 22, 2026, pursuant to the Amended and Restated License Purchase Agreement, we completed the Spectrum Transfer Closing, whereby we transferred to the Trust: (i) the AWS-4 and H-Block Licenses; and (ii) the AWS-3 Licenses (together, the “SpaceX Spectrum Assets”). The Spectrum Acquisition Closing remains targeted for November 30, 2027, subject to the satisfaction or waiver of the applicable closing conditions, set forth in the Amended and Restated License Purchase Agreement. 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 10 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.

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 six months ended June 30, 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. 


9

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


On June 30, 2026, in connection with the filing of the Prepackaged Chapter 11 Cases, the terms of the RSA were implemented by the Prepackaged Chapter 11 Plan, subject to approval by the Bankruptcy Court. See Note 3 for definitions and further information. On July 28, 2026, concurrently with the AT&T Closing, approximately $ 2.844 billion outstanding under the DISH 2021 Intercompany Loan 2028 Tranche due to DISH DBS was satisfied in full by DISH Network. In addition, on July 28, 2026, we contributed our receivable for the DISH 2021 Intercompany Loan 2026 Tranche to DISH Network. As a result of this contribution, the $ 4.767 billion outstanding balance of the DISH 2021 Intercompany Loan 2026 Tranche including interest paid in kind was extinguished.

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

As a result of the AT&T Closing and satisfaction of our obligation to pay the FCC, substantial doubt regarding our ability to continue as a going concern does not exist.

On June 26, 2026, the FCC issued a letter to us confirming that, pursuant to the terms of the Settlement Agreement, the NorthStar Re-Auction Payment and SNR Re-Auction Payment have been satisfied and our obligation to pay the FCC has been fulfilled.

On July 28, 2026, in connection with the AT&T Closing, we received proceeds of $ 20.250 billion in cash from AT&T. Concurrently with the AT&T Closing, approximately $ 2.844 billion outstanding under the DISH 2021 Intercompany Loan 2028 Tranche due to DISH DBS was satisfied in full by DISH Network. The DISH DBS Deconsolidated Subsidiaries used these proceeds to fully repay the aggregate principal balance of $ 2.0 billion for the DISH DBS 7 3/4 % Senior Notes due on July 1, 2026. The repayment in full for the DISH DBS 7 3/4 % Senior Notes due on July 1, 2026 and the discharge of the related Indenture obligations were authorized by the Bankruptcy Court presiding over the DISH DBS Filing Entities’ pending restructuring proceedings. In addition, the aggregate principal balance of $ 3.5 billion for the DISH Network 11 3/4% Senior Secured Notes due November 15, 2027 were redeemed in full. Furthermore, on July 28, 2026, we contributed our receivable for the DISH 2021 Intercompany Loan 2026 Tranche to DISH Network. As a result of this contribution, the $ 4.767 billion outstanding balance of the DISH 2021 Intercompany Loan 2026 Tranche including interest paid in kind was extinguished.

Segments

Until June 30, 2026, we operated four primary business segments: (1) Pay-TV; (2) Wireless; (3) Broadband and Satellite Services; and (4) Other. Substantially all of our Pay-TV segment and our Other segment were deconsolidated as of June 30, 2026. The financial positions of the Deconsolidated Subsidiaries are no longer included in our condensed consolidated financial statements subsequent to the deconsolidation date. Our results of operations include the operations of the Deconsolidated Subsidiaries through and including the deconsolidation date of June 30, 2026. See Note 3 for further information.


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



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 June 30, 2026, we had 6.391 million Pay-TV subscribers in the United States, including 4.684 million DISH TV subscribers and 1.707 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 June 30, 2026, we had 7.375 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.

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 June 30, 2026, we had 622,000 Broadband subscribers.


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



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 11 “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 had 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 September 2024 FCC Extension Request “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. Also see Note 11 “Recent Developments – FCC Review” for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.

On May 28, 2026, we, through our relevant subsidiaries, filed requests for certain extensions and waivers of applicable time limits for our 700 MHz, AWS-3, CBRS, MVDDS, C-Band, and mmWave licenses (“2026 Request”). The 2026 Request is currently pending with the FCC.


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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 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. See Note 6 for further information.

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

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 and guarantees, 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

Costs incurred and charged to expense (1)


—


17,850


17,850

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


—


( 949 )


( 949 )

Costs paid or settled


—


( 63,906 )


( 63,906 )

Accretion


—


8,725


8,725

Deconsolidated Subsidiaries


—


( 680,312 )


( 680,312 )

Balance, June 30, 2026

$
—

$
—

$
—

(1) During the three and six months ended June 30, 2026, we incurred costs charged to expense and settled certain accrued exit costs, which increased our exit and disposal costs by $ 17 million and reduced our exit and disposal costs by $ 6 million, respectively, and we also settled certain operating lease and other liabilities for $ 19 million and $ 62 million, respectively, not shown in the table above, for a total net settlement of $ 2 million and $ 68 million, respectively, which is included in “Impairments and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

As of June 30, 2026, cumulative costs incurred and charged to expense were $ 841 million.


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


Capitalized Interest

We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, satellites and historically our wireless spectrum licenses and build-out costs associated with our 5G Network deployment, which were deconsolidated as of June 30, 2026. 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.

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 June 30, 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 6 for the fair value of our marketable investment securities and derivative instruments.


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


Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of non-publicly traded debt are based on, among other things, available trade information, valuations performed by a third-party, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. The non-publicly traded debt is categorized within Level 3 of the fair value hierarchy. See Note 10 for the fair value of our debt.

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 $ 136 million and $ 217 million for the three months ended June 30, 2026 and 2025, respectively. Advertising expenses totaled $ 277 million and $ 426 million for the six months ended June 30, 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 $ 14 million and $ 16 million for the three months ended June 30, 2026 and 2025, respectively. Research and development costs totaled $ 30 million and $ 34 million for the six months ended June 30, 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.

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



Intangibles – Goodwill and Other – Internal-Use Software. In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the references to the sequential software development stages from the guidance in Subtopic 350-40. Upon the adoption of ASU 2025-06, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2025-06 will have on our condensed consolidated financial statements, related disclosures and control environment.

Adopted

Derivatives and Hedging and Revenue from Contracts with Customers . In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”), which refines and increases the scope exception for non-exchange-traded contracts based on operations specific to one party, reducing complex derivative accounting, and clarifies that share-based consideration received from customers should initially follow ASC 606 revenue guidance. This standard will be effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. We have elected to early adopt ASU 2025-07 on a modified retrospective basis effective January 1, 2026. The adoption of ASU 2025-07, which impacted the accounting treatment of the forward contract for the SpaceX Stock, did not result in a cumulative-effect adjustment to the opening balance of “Accumulated earnings (deficit)” on our Condensed Consolidated Balance Sheets as of January 1, 2026 and did not have a material impact on our condensed consolidated financial statements for the current period.

3. Prepackaged Restructuring and Deconsolidation

Prepackaged Restructuring

On June 30, 2026, our subsidiary, DISH DBS Corporation and certain of its subsidiaries (the “DISH DBS Filing Entities”), including DISH Wireless L.L.C. and its subsidiaries (the “DISH Wireless Filing Entities,” and together with the DISH DBS Filing Entities, the “Filing Entities”), commenced voluntary cases under chapter 11 of title 11 of the United States Bankruptcy Code (the “Prepackaged Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), Houston Division, to pursue confirmation of a joint prepackaged plan of reorganization (the "Prepackaged Chapter 11 Plan"). The Prepackaged Chapter 11 Plan restructures certain funded debt obligations of the DISH DBS Filing Entities and all claims asserted against the DISH Wireless Filing Entities. The Prepackaged Chapter 11 Cases of the DISH DBS Filing Entities and the DISH Wireless Filing Entities are jointly administered for procedural purposes and the Prepackaged Chapter 11 Plan is a joint plan for all of the Filing Entities.

The Prepackaged Chapter 11 Plan implements the terms of the RSA signed on March 19, 2026, as amended, modified or supplemented, subject to approval by the Bankruptcy Court . Holders of more than 88 % of the DISH DBS Filing Entities ’ secured and unsecured notes, who also hold more than $ 8.8 billion of claims against the DISH Wireless Filing Entities , have signed the RSA and have agreed to support the Prepackaged Chapter 11 Plan. As a result, the Filing Entities anticipate that all classes of claims will vote to accept, or be deemed to have accepted, the Prepackaged Chapter 11 Plan. The Prepackaged Chapter 11 Plan remains subject to approval by the Bankruptcy Court. The Filing Entities are targeting emergence from the Prepackaged Chapter 11 Plan during the second half of 2026.


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



Deconsolidation

As a result of the Prepackaged Chapter 11 Cases, pursuant to the guidance in Accounting Standards Codification 810, Consolidation (“ASC 810”), for financial reporting purposes, we no longer have a controlling financial interest in the DISH DBS Filing Entities and all other subsidiaries of DISH DBS (together the “DISH DBS Deconsolidated Subsidiaries”) or the DISH Wireless Filing Entities and all other subsidiaries of DISH Wireless (together the “DISH Wireless Deconsolidated Subsidiaries,” and together with the DISH DBS Deconsolidated Subsidiaries, collectively referred to as the “Deconsolidated Subsidiaries”), due to the oversight and control assumed by the Bankruptcy Court and as such we deconsolidated those subsidiaries for financial reporting purposes effective June 30, 2026. The financial positions and results of operations of the Deconsolidated Subsidiaries are no longer included in our condensed consolidated financial statements subsequent to the deconsolidation date. Our results of operations include the operations of the Deconsolidated Subsidiaries for the three and six months ended June 30, 2026. Upon deconsolidation, we are required to initially measure our retained noncontrolling equity investment in the Deconsolidated Subsidiaries at fair value. Based on Level 3 inputs, including the discount rate, churn rate and ARPU, we estimated this initial fair value to be $ 0 , as the fair value of the liabilities of the Deconsolidated Subsidiaries exceeded the fair value of their assets.

Upon deconsolidation, we recorded a non-cash “Deconsolidation gain” of $ 9.729 billion on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2026. The deconsolidation gain is not currently taxable as the Prepackaged Chapter 11 Cases does not terminate the Deconsolidated Subsidiaries’ status as members of the consolidated tax group, preserving the tax deferral of the gain under applicable income tax regulations.

The following table presents the components of our “Deconsolidation gain”:











As of



June 30,



2026



(In thousands)

Net liabilities of the Deconsolidated Subsidiaries

$
11,427,038

Investment in Deconsolidated Subsidiaries


—

Deferred tax adjustment (1)


( 1,513,571 )

Allowance for credit losses (1)


( 133,196 )

Parent guarantees (1)


( 51,313 )

Deconsolidation gain

$
9,728,958

(1) These amounts are recorded at the parent, EchoStar.

Subsequent to the deconsolidation on June 30, 2026 , all intercompany balances between us and the Deconsolidated Subsidiaries are now classified as third-party transactions. Substantially all third-party receivables from the DISH Wireless Filing Entities have been fully reserved. We maintain continuing involvement with the DISH DBS Filing Entities through various arrangements, including, but not limited to, certain satellite leases and professional and shared services.

The DISH DBS Filing Entities are targeting emergence from the Prepackaged Chapter 11 Plan during the second half of 2026, subject to Bankruptcy Court approval, upon which we will regain control of the DISH DBS Deconsolidated Subsidiaries for financial reporting purposes, and reconsolidate those subsidiaries at that time based on the associated fair value of their assets and liabilities.


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



Advances from the Filing Entities for Vendor Disbursements

DISH DBS Filing Entities. Prior to the Prepackaged Chapter 11 Plan, the DISH DBS Filing Entities advanced funds to us for the sole designated purpose of settling certain shared services and third-party obligations on the DISH DBS Filing Entities' behalf (the “Advances from the DISH DBS Filing Entities for Vendor Disbursements”). As of June 30, 2026, Advances from the DISH DBS Filing Entities for Vendor Disbursements totaled $ 1.051 billion, which is recorded in “Current restricted cash, cash equivalents and marketable investment securities” with the corresponding liability recorded in “Other accrued expenses and liabilities” on our Condensed Consolidated Balance Sheets . As of June 30, 2026, we had not settled any of the DISH DBS Filing Entities' obligations.

DISH Wireless Filing Entities. Prior to the Prepackaged Chapter 11 Plan, the DISH Wireless Filing Entities advanced funds to us for the sole designated purpose of settling certain shared services and third-party obligations on the DISH Wireless Filing Entities’ behalf (the “Advances from the DISH Wireless Filing Entities for Vendor Disbursements”). As of June 30, 2026, Advances from the DISH Wireless Filing Entities for Vendor Disbursements totaled $ 4 million, which is recorded in “Current restricted cash, cash equivalents and marketable investment securities” with the corresponding liability recorded in “Other accrued expenses and liabilities” on our Condensed Consolidated Balance Sheets . As of June 30, 2026, we had not settled any of the DISH Wireless Filing Entities' obligations.

The Advances from the DISH DBS Filing Entities for Vendor Disbursements together with the Advances from the DISH Wireless Filing Entities for Vendor Disbursements, are collectively referred to as the “Advances from the Filing Entities for Vendor Disbursements”.

Parent Guarantees

Prior to deconsolidation, we guaranteed certain of the DISH Wireless Filing Entities’ obligations under certain contracts and leases. Concurrently with the deconsolidation, this arrangement ceased to be treated as an intercompany guarantee and as such we recorded the fair value of the parent guarantee of $ 51 million in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets.

Individually Significant Component

Based on the guidance in Accounting Standards Codification 205-20, Presentation of Financial Statements—Discontinued Operations , (“ASC 205-20”) management concluded that discontinued operations presentation for the Deconsolidated Subsidiaries is not warranted as the disposal does not meet the criteria for discontinued operations.


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



However, the DISH Wireless Deconsolidated Subsidiaries consist primarily of our legacy 5G Network and 5G Network deployment operations in our Other segment and the DISH DBS Deconsolidated Subsidiaries consists of substantially all of our Pay-TV segment operations, and as such under Accounting Standards Codification (ASC) 360-10, Impairment and Disposal of Long-Lived Assets , each group represents an individually significant component of our consolidated financial statements. The following table summarizes our individually significant components:





























For the Three Months Ended 

For the Six Months Ended 



June 30,

June 30,



2026

2025

2026

2025



(In thousands)

DISH DBS Deconsolidated Subsidiaries:













Income (loss) before income taxes
    
$
( 8,206,561 )
    
$
414,703
    
$
( 7,869,324 )
    
$
879,162

Deconsolidation gain

$
5,209,671

$
—

$
5,209,671

$
—


    


    


    


    



DISH Wireless Deconsolidated Subsidiaries:













Income (loss) before income taxes

$
( 417,892 )

$
( 1,080,850 )

$
( 873,241 )

$
( 2,090,193 )

Deconsolidation gain

$
6,217,367

$
—

$
6,217,367

$
—


Financing during the Prepackaged Chapter 11 Cases

DISH DBS Filing Entities

The DISH DBS Filing Entities continue to operate their businesses in the ordinary course and manage as debtors in possession. Prior to the commencement of the Prepackaged Chapter 11 Cases, we and the DISH DBS Filing Entities operated under a centralized cash management system. As such, we will continue to provide funds to operate their businesses in the ordinary course, utilizing the Advances from DISH DBS Filing Entities for Vendor Disbursements.

DISH Wireless Filing Entities

We and the DISH Wireless Filing Entities agreed to a secured, junior, multi-draw debtor-in-possession term loan facility for an aggregate borrowing principal amount of up to $ 85 million (the "Parent DIP Facility") pursuant to the terms pending approval by the Bankruptcy Court . The Parent DIP Facility matures on December 31, 2026. Interest accrues at an annual rate of 11 1/2% and is payable monthly. Interest payments are payable in kind. The DISH Wireless Filing Entities, at their option, may elect to repay the Parent DIP Facility amount outstanding prior to maturity in whole or in part without premium or penalty, subject to providing prior written notice to us . We may elect to reduce the borrowing principal amount or require prepayment of the Parent DIP Facility from any supplemental liquidity obtained by the DISH Wireless Filing Entities after the Parent DIP Facility is drawn. As of June 30, 2026, no amounts had been drawn on the Parent DIP Facility.

The Parent DIP Facility is secured by a junior lien on substantially all of the DISH Wireless Filing Entities assets and ranks junior to the Prepetition Secured Loan held by the DISH DBS Filing Entities. Under the Parent DIP Facility, subject to Bankruptcy Court approval, we will have superpriority administrative expense claims senior to all other administrative and other claims against the DISH Wireless Filing Entities and liens senior in right of payment to unsecured claims but junior in right of payment to claims under the Prepetition Secured Loan.


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



Prior to the Prepackaged Chapter 11 Plan, the DISH DBS Filing Entities entered into a secured intercompany financing arrangement with the DISH Wireless Filing Entities (the “Prepetition Secured Loan”) for a principal amount of $ 75 million to provide operating liquidity to the DISH Wireless Filing Entities. The Prepetition Secured Loan matures on April 21, 2027 . Interest accrues at an annual rate of 5 1/2% and is payable monthly in cash. The DISH Wireless Filing Entities, at their option, may elect to repay the Prepetition Secured Loan amount outstanding prior to maturity in whole or in part at any time without premium or penalty. The Prepetition Secured Loan is secured by a lien on substantially all of the DISH Wireless Filing Entities’ assets .

Stalking Horse Bid. In connection with the Prepackaged Chapter 11 Plan, we and the DISH Wireless Filing Entities entered into a Stalking Horse Asset Purchase Agreement (the "APA"). Under the APA, we propose to acquire substantially all of the DISH Wireless Filing Entities assets free and clear of liens and encumbrances under Section 363 of the Bankruptcy Code, establishing a baseline floor price for the estate. To ensure value maximization, FTI Capital Advisors is actively marketing the assets to third parties under a proposed competitive bidding timeline. If we are the successful bidder, we intend to credit bid up to $ 85 million of our Parent DIP Facility claims to reduce the cash purchase price. If we are outbid by a third party, we may serve as the designated backup bidder to ensure transaction certainty.

4. 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 10, were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the convertible notes will be included in the calculation of diluted EPS assuming conversion of the convertible notes at the beginning of the reporting period (or at time of issuance, if later) and that the interest for the convertible notes would not have been paid if our convertible notes were converted and as such we add back the after-tax interest expense for our convertible notes .


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



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





























For the Three Months Ended 

For the Six Months Ended 



June 30,

June 30,


    
2026
    
2025
    
2026
    
2025



(In thousands, except per share amounts)

Net income (loss)
 
$
8,462,545
 
$
( 306,844 )
 
$
8,315,245
 
$
( 510,125 )

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

 
173

 
( 712 )

 
( 242 )

 
( 1,324 )

Net income (loss) attributable to EchoStar - Basic
 

8,462,372
 

( 306,132 )
 

8,315,487
 

( 508,801 )

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


17,594


—


35,073


—

Net income (loss) attributable to EchoStar - Diluted

$
8,479,966

$
( 306,132 )

$
8,350,560

$
( 508,801 )















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













Basic

 
290,141

 
287,505

 
289,581

 
287,012

Dilutive impact of Convertible Notes (1)


58,007


—


58,007


—

Dilutive impact of stock awards outstanding (1)

 
3,474

 
—

 
3,844

 
—

Diluted

 
351,622


287,505

 
351,432

 
287,012















Earnings per share - Class A and B common stock:













Basic net income (loss) per share attributable to EchoStar
 
$
29.17
 
$
( 1.06 )
 
$
28.72
 
$
( 1.77 )

Diluted net income (loss) per share attributable to EchoStar
 
$
24.12
 
$
( 1.06 )
 
$
23.76
 
$
( 1.77 )

(1) For the three and six months ended June 30, 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 June 30, 2025, our Convertible Notes may be converted into 58 million shares.

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 June 30,


    
2026
    
2025

 

(In thousands)

Anti-dilutive stock awards

148

3,724

Performance/market based options
    
4,056

4,257

Common stock warrants

16,151

16,151

Total

20,355

24,132




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


5. Supplemental Data - Statements of Cash Flows

The following table presents certain supplemental cash flow and other non-cash data. See Note 3 for non-cash data related to the Prepackaged Chapter 11 Plan and Deconsolidated Entities. Also see Note 9 for supplemental cash flow and non-cash data related to leases.

















For the Six Months Ended 



June 30,


    
2026
    
2025



(In thousands)

Cash paid for interest (including capitalized interest)
    
$
715,676

$
1,012,699

Interest paid in kind on long-term debt


—


125,559

Interim Debt Service Payments by the Trust (1)


413,663


—

Cash paid for income taxes, net of (refunds)


17,874


15,014

Total capitalized interest (2)


15,440


625,918

Employee benefits paid in Class A common stock


34,854


—

Assets financed under financing lease obligations


125,546


—

Accrued capital expenditures


25,098


113,152

Asset retirement obligation (3)


—


4,885

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




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


6. 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



June 30,

December 31,


    
2026
    
2025



(In thousands)

Marketable investment securities:







Current marketable investment securities:







Strategic - available-for-sale

$
51

$
51

Strategic - trading/equity


48,272


37,378

Other


7,882


1,063,462

Total current marketable investment securities


56,205


1,100,891

Restricted marketable investment securities (1)


107,429


52,960

Total marketable investment securities


163,634


1,153,851









Restricted cash and cash equivalents (1)


1,003,330


299,081









Other investments, net:







Equity method investments


67,547


85,014

Other investments


145,015


109,032

Total other investments, net


212,562


194,046









Total marketable investment securities, restricted cash and cash equivalents, and other investments, net
(2)
$
1,379,526

$
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.
(2) The June 30, 2026 decreases primarily resulted from the Deconsolidated Subsidiaries. See Note 3 for further information.

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 June 30, 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 June 30, 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 June 30, 2026 and December 31, 2025, we had $ 1.056 billion and $ 176 million, respectively, included in “Current restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets.

As of June 30, 2026, our current restricted cash, cash equivalents and marketable investment securities of $ 1.056 billion consisted of the Advances from the Filing Entities for Vendor Disbursements, representing amounts the Filing Entities advanced us for the sole designated purpose of settling third-party obligations on the Filing Entities' behalf.

As of December 31, 2025, our current restricted cash, cash equivalents and marketable investment securities of $ 176 million 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.


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



Other Investments, net

We have strategic investments in certain debt and/or equity securities, as well as loan receivables, 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. We have the ability and intent to hold our loan receivables to maturity and as such, these instruments are recorded at amortized cost.

NagraStar L.L.C. The DISH DBS Deconsolidated Subsidiaries 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. Effective June 30, 2026, we have deconsolidated our investment in NagraStar.

Invidi Technologies Corporation . The DISH DBS Deconsolidated Subsidiaries 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. Effective June 30, 2026, we have deconsolidated our investment in Invidi.

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



June 30, 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

$
405,271

$
—

$
—

$
405,271

$
420,971

$
—

$
—

$
420,971

Cash equivalents


286,148


751,899


—


1,038,047


407,354


1,353,830


—


1,761,184

Total

$
691,419

$
751,899

$
—

$
1,443,318

$
828,325

$
1,353,830

$
—

$
2,182,155



























Debt securities (including restricted):

























U.S. Treasury and agency securities

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

Commercial paper


—


—


—


—


—


370,755


—


370,755

Corporate securities


—


106,994


—


106,994


—


731,195


—


731,195

Other


—


8,317


51


8,368


—


14,472


51


14,523

Equity securities


48,272


—


—


48,272


37,378


—


—


37,378

Total

$
48,272

$
115,311

$
51

$
163,634

$
37,378

$
1,116,422

$
51

$
1,153,851


As of June 30, 2026, restricted and non-restricted marketable investment securities included debt securities of $ 107 million with contractual maturities within one year and $ 8 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.

Our loan receivables are included in “Other investments, net” on our Condensed Consolidated Balance Sheets and are non-publicly traded and therefore categorized within Level 3 of the fair value hierarchy

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 June 30, 2026 and December 31, 2025, we held certain financial liability instruments with a fair value of $ 72 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).


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



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

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





























For the Three Months Ended 

For the Six Months Ended 



June 30,

June 30,

Other, net:
    
2026
    
2025
    
2026
    
2025

 

(In thousands)

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

$
11,209

$
( 8,377 )

$
8,472

$
15,925

Early debt redemption gains (losses)


—


—


—


11,465

Foreign currency transaction gains (losses)


932


3,429


2,792


5,678

Equity in earnings (losses) of affiliates


3,251


2,539


6,101


4,183

Asset sales and other gains (losses)


—


37,441


—


37,441

Other


1,060


105


1,271


1,835

Total

$
16,452

$
35,137

$
18,636

$
76,527


Other Investments- Variable Interest Entity

On May 22, 2026, pursuant to the Amended and Restated License Purchase Agreement, we completed the Spectrum Transfer Closing, whereby we transferred to the Trust the SpaceX Spectrum Assets.

We hold a variable interest in the Trust, but management has determined we are not the primary beneficiary; accordingly, the Trust’s accounts are not consolidated within our financial statements. However, because the transfer of the SpaceX Spectrum Assets did not meet the criteria for derecognition under ASC 610-20 Gains and Losses from the Derecognition of Nonfinancial Assets, the SpaceX Spectrum Assets continue to be recognized on our Condensed Consolidated Balance Sheets. Our maximum exposure to loss resulting from our involvement with the Trust is mathematically limited to the carrying value of the SpaceX Spectrum Assets, totaling $ 8.667 billion as of June 30, 2026. In the hypothetical event of a total loss of value or a termination of the arrangement, the legal rights to the SpaceX Spectrum Assets would revert to EchoStar, and our maximum economic loss would be inherently mitigated by the residual market value of the underlying spectrum.

The Trust is providing a guarantee on the SpaceX Spectrum Assets and the Seller Notes. As of June 30, 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 held by the Trust, and the Trust. In addition, the Trust will continue the Interim Debt Service payments on our behalf through the Spectrum Acquisition Closing, which is secured on a junior lien basis by the AWS-4 and H-Block Licenses. The Interim Debt Service payments are dependent upon SpaceX funding these interest payments via the Trust. See Note 1 for further information.


28

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



7. Inventory

Inventory consisted of the following:

















As of



June 30,

December 31,


    
2026
    
2025



(In thousands)

Finished goods

$
240,003

$
273,817

Work-in-process and service repairs


44,396


60,147

Consignment


6,553


7,951

Raw materials


31,438


38,732

Total inventory (1)

$
322,390

$
380,647

(1) The June 30, 2026 decreases primarily resulted from the Deconsolidated Subsidiaries. See Note 3 for further information.


8. Property and Equipment and Intangible Assets

Property and equipment consisted of the following:

























Depreciable

As of



Life

June 30,

December 31,


    
(In Years)
    
2026
    
2025







(In thousands)

Equipment leased to customers

2
-
4

$
88,640

$
964,013

Satellites

5
-
15


1,767,925


2,104,134

Satellites acquired under finance lease agreements (1)

8
-
15


204,251


77,116

Furniture, fixtures, equipment and other

1
-
20


246,688


971,824

Hybrid MNO

3
-
15


88,992


89,604

Software and computer equipment

1
-
8


676,058


1,341,690

Buildings and improvements

1
-
40


131,987


419,719

Land


-



30,915


42,980

Construction in progress


-



182,996


514,662

Total property and equipment






3,418,452


6,525,742

Accumulated depreciation






( 1,658,131 )


( 4,282,227 )

Property and equipment, net (2)





$
1,760,321

$
2,243,515

(1) This increase is primarily related to the Nimiq 5 satellite. Our prior operating lease was modified in June 2026 and is currently accounted for as a finance lease.
(2) The June 30, 2026 decreases primarily resulted from the Deconsolidated Subsidiaries. See Note 3 for further information.


29

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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 

For the Six Months Ended 



June 30,

June 30,


    
2026
    
2025
    
2026
    
2025



(In thousands)

Equipment leased to customers (1)

$
34,654

$
57,810

$
70,250

$
121,022

Satellites (1)


36,208


64,283


69,215


130,263

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


16,159


32,098


32,019


61,271

Hybrid MNO/5G Network equipment (1)


15,088


216,782


29,790


424,914

Software and computer equipment (1)


55,257


108,187


109,533


216,160

Intangible assets and other amortization expense


13,177


13,895


26,337


27,758

Total depreciation and amortization

$
170,543

$
493,055

$
337,144

$
981,388

(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 

For the Six Months Ended 



June 30,

June 30,


 
2026
    
2025

2026

2025



(In thousands)

Balance, beginning of period

$
446,748

$
338,506

$
448,752

$
327,031

Liabilities incurred


—


1,188


—


4,885

Liabilities settled


( 151 )


—


( 13,472 )


—

Accretion expense


11,407


8,026


22,724


15,804

Deconsolidated Subsidiaries


( 457,906 )


—


( 457,906 )


—

Balance, end of period

$
98

$
347,720

$
98

$
347,720


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 June 30, 2026 and December 31, 2025.





30

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



Satellites – Pay-TV Segment

Substantially all of our Pay-TV segment was deconsolidated as of June 30, 2026. The DISH DBS Deconsolidated Entities lease capacity on our satellite fleet to maintain their Pay-TV operations.

The deconsolidated Pay-TV segment utilizes nine satellites in geosynchronous orbit approximately 22,300 miles above the equator, six of which we own and depreciate over their estimated useful life and two of which the DISH DBS Deconsolidated Entities own. We also lease one satellite from a third party, Nimiq 5, which is accounted for as a finance lease. Through May 2026, our Nimiq 5 satellite was accounted for as operating lease. However, we modified the Nimiq 5 lease effective June 2026, and it is currently accounted for as a finance lease and is depreciated over its economic life.

As of June 30, 2026, our 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 XVI

November 2012

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 (2)

September 2009

72.7

October 2034









Owned by DISH DBS Deconsolidated Entities:







EchoStar XV

July 2010

119

N/A

EchoStar XVIII

June 2016

61.5

N/A









(1) The EchoStar XXV satellite commenced commercial operations in June 2026.
(2) In May 2026, we modified the Nimiq 5 lease term to October 2034.

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.



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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 June 30, 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