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

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Our Pay-TV segment offers 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”). We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative.
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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. 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.
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Our Broadband and Satellite Services segment offers 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.
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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” in the Notes to our Condensed Consolidated Financial Statements, we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we had no customer traffic on our 5G Network.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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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.
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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 ” in the Notes to our Condensed Consolidated Financial Statements for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
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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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Economic Environment
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During 2025 and the first six months of 2026, we experienced inflationary pressures in our commodity and labor costs resulting from the macroeconomic environment in the United States, which has impacted our overall operating results. In addition, changes in trade policies, including, but not limited to, tariffs and other restrictions, could increase, among other things, our costs, disrupt our supply chain and negatively affect our business, operations and financial condition.
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EXPLANATION OF KEY METRICS AND OTHER ITEMS
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Service revenue . “Service revenue” consists principally of Pay-TV and Wireless subscriber revenue, broadband services, maintenance and other contracted revenue and satellite and transponder leases and services revenue. Certain of the amounts included in “Service revenue” are not recurring on a monthly basis.
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Equipment sales and other revenue . “Equipment sales and other revenue” principally includes the sale of wireless devices, the non-subsidized sales of Pay-TV equipment, the licensing of certain intellectual property and sales of broadband equipment and networks sold both in our consumer and enterprise markets.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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Cost of services . “Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA and NSA and direct costs to operate our 5G Network core as part of our Hybrid MNO), costs of broadband services, maintenance and other contracted services, and costs associated with satellite and transponder leases and services. Beginning on January 1, 2024, “Cost of services” includes certain direct costs related to our 5G Network deployment, including lease expense on communication towers and other costs as a significant portion of our 5G Network was placed into service. Beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of services” excludes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs, which are now included in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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Cost of sales - equipment and other. “Cost of sales – equipment and other” principally includes the cost of wireless devices and other related items, the cost of broadband equipment and networks, as well as costs related to the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized. Additionally, beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of sales – equipment and other” includes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs.
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Selling, general and administrative expenses . “Selling, general and administrative expenses” consists primarily of direct sales costs, advertising and selling costs, third-party commissions related to the acquisition of subscribers and employee-related costs associated with administrative services such as legal, information systems, and accounting and finance. In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers and the cost of subsidized sales of Pay-TV equipment for new subscribers.
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Impairments and other . “Impairments and other” may include, among other things, non-cash impairment and other losses related to our prepaids, inventory, property and equipment, regulatory authorizations, operating lease assets, goodwill and other intangible assets, as well as estimated exit and disposal costs and any gains or losses on the settlement of estimated exit and disposal costs.
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Interest income . “Interest income” primarily includes interest earned on our cash, cash equivalents and marketable investment securities, and other investments, including premium amortization and discount accretion on debt securities.
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Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” primarily includes interest expense associated with our long-term debt (net of capitalized interest), prepayment premiums, amortization of debt discounts and debt issuance costs associated with our long-term debt, and interest expense associated with our finance lease obligations.
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Other, net. The main components of “Other, net” are gains and losses realized on the sale and/or conversion of marketable and non-marketable investment securities, derivative and/or financial liability instruments, impairment of marketable and non-marketable investment securities, unrealized gains and losses from changes in fair value of certain marketable and non-marketable investment securities, derivative and/or financial liability instruments, the sale of businesses or business assets gains and losses, foreign currency transaction gains and losses, debt extinguishment gains and losses, and equity in earnings and losses of our affiliates.
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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.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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Operating income before depreciation and amortization, and impairments and other (“Adjusted OIBDA”). Adjusted OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization,” and “Impairments and other.” This non-GAAP measure is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below.
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DISH TV subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our DISH TV subscriber count. We also provide DISH TV services to hotels, motels and other commercial accounts. For certain of these commercial accounts, we divide our total revenue for these commercial accounts by $34.99, and include the resulting number, which is substantially smaller than the actual number of commercial units served, in our DISH TV subscriber count.
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SLING TV subscribers. We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. For customers who subscribe to multiple SLING TV packages, each customer is only counted as one SLING TV subscriber. Prior to August 2025, SLING TV customers receiving SLING TV Freestream service, non-recurring video services, or service for no charge, under certain new subscriber promotions, were excluded from our SLING TV subscriber count. Beginning in August 2025, for certain SLING TV Freestream, Day Pass, Weekend Pass and Week Pass subscribers and other non-recurring video service accounts where we receive non-recurring user and ad insertion revenue (“SLING TV Flexible Offerings”), we divide our total SLING TV Flexible Offerings revenue related to these services by the price of our lowest tier programming package under which a new subscriber can activate, and include the resulting number, which is substantially smaller than the actual number of SLING TV customers receiving SLING TV Flexible Offerings, in the SLING TV subscriber count.  All new SLING TV Flexible Offerings subscriber activations after this adjustment are included in net SLING TV subscriber additions for the period, based on the calculation above.
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Pay-TV subscribers. Our Pay-TV subscriber count includes all DISH TV and SLING TV subscribers discussed above. For customers who subscribe to both our DISH TV services and our SLING TV services, each subscription is counted as a separate Pay-TV subscriber.
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Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate Pay-TV average monthly revenue per Pay-TV subscriber, or Pay-TV ARPU, by dividing average monthly Pay-TV segment “Service revenue,” excluding revenue from broadband services, for the period by our average number of Pay-TV subscribers for the period. The average number of Pay-TV subscribers is calculated for the period by adding the average number of Pay-TV subscribers for each month and dividing by the number of months in the period. The average number of Pay-TV subscribers for each month is calculated by adding the beginning and ending Pay-TV subscribers for the month and dividing by two. SLING TV subscribers on average purchase lower priced programming services than DISH TV subscribers, and therefore, as SLING TV subscribers increase as a percentage of total Pay-TV subscribers, it has had a negative impact on Pay-TV ARPU.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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DISH TV average monthly subscriber churn rate (“DISH TV churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our DISH TV churn rate for any period by dividing the number of DISH TV subscribers who terminated service during the period by the average number of DISH TV subscribers for the same period, and further dividing by the number of months in the period. The average number of DISH TV subscribers is calculated for the period by adding the average number of DISH TV subscribers for each month and dividing by the number of months in the period. The average number of DISH TV subscribers for each month is calculated by adding the beginning and ending DISH TV subscribers for the month and dividing by two.
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DISH TV SAC. Subscriber acquisition cost measures are commonly used by those evaluating traditional companies in the pay-TV industry. We are not aware of any uniform standards for calculating the “average subscriber acquisition costs per new DISH TV subscriber activation,” or DISH TV SAC, and we believe presentations of pay-TV SAC may not be calculated consistently by different companies in the same or similar businesses. Our DISH TV SAC is calculated using all costs of acquiring DISH TV subscribers (e.g., subsidized equipment, advertising, installation, commissions and direct sales, etc.) which are included in “Selling, general and administrative expenses,” plus capitalized payments made under certain sales incentive programs and the value of equipment capitalized under our lease program for new DISH TV subscribers, divided by gross new DISH TV subscriber activations. We include all new DISH TV subscribers in our calculation, including DISH TV subscribers added with little or no subscriber acquisition costs.
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Wireless subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our Wireless subscriber count. Our Wireless subscriber count includes all Government subsidized subscribers discussed below. Our gross new Wireless subscriber activations exclude all Government subsidized subscribers as we record these subscribers net of disconnects, as discussed below.
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Government subsidized wireless subscribers and other wireless subscribers (“Government subsidized subscribers”). Our Government subsidized subscribers have different subscriber economics than our core Wireless subscribers, including a significantly higher churn rate and lower subscriber acquisition costs. Therefore, our Government subsidized subscriber additions are recorded net of disconnects. Our Government subsidized subscriber count includes Wireless subscribers that participate or participated in government subsidized programs, including the Lifeline program, and other subscribers acquired under the Gen Mobile brand. The Lifeline Program is a federal program offering broadband services discounts to help low-income individuals that meet certain eligibility criteria. Certain states also offer a separate Lifeline program.
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Wireless average monthly revenue per subscriber (“Wireless ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate average monthly revenue per Wireless subscriber, or Wireless ARPU, by dividing average monthly Wireless subscriber revenue included in “Service revenue” for the period by our average number of Wireless subscribers for the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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Wireless average monthly subscriber churn rate (“Wireless churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our “Wireless churn rate” for any period by dividing the number of Wireless subscribers who terminated service during the period by the average number of Wireless subscribers for the same period, and further dividing by the number of months in the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the  month and dividing by two. Government subsidized subscriber additions are recorded net of disconnects and therefore excluded from our calculation of our Wireless churn rate.
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Broadband subscribers. Subscribers include customers that subscribe to our HughesNet service, through retail, wholesale and small/medium enterprise service channels. Our Broadband subscriber count also includes ACP subscribers, as defined above.
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Free cash flow . We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows.
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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.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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RESULTS OF OPERATIONS – Segments
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Business Segments
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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.
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Revenue and operating income (loss) by segment are shown in the table below:
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Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.
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​

​

​

​

​

​

​

​

​

​

​

​

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

​
​
June 30,
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Variance

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  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV
​
$
2,248,534
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$
2,462,249
​
$
(213,715)
​
(8.7)

Wireless
​
​
929,023
​
​
931,803
​
​
(2,780)
​
(0.3)

Broadband and Satellite Services
​
​
316,904
​
​
339,780
​
​
(22,876)
​
(6.7)

Other
​
​
91,548
​
​
71,876
​
​
19,672
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27.4

Eliminations
​
​
(9,845)
​
​
(80,749)
​
​
70,904
​
87.8

Total revenue
​
$
3,576,164
​
$
3,724,959
​
$
(148,795)
​
(4.0)

​
​
​
​
​
​
​
​
​
​
​
​

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

Pay-TV
​
$
542,341
​
$
595,552
​
$
(53,211)
​
(8.9)

Wireless
​
​
(97)
​
​
(118,159)
​
​
118,062
​
99.9

Broadband and Satellite Services
​
​
50,457
​
​
(36,738)
​
​
87,195
​
*

Other
​
​
(80,472)
​
​
(654,788)
​
​
574,316
​
87.7

Eliminations
​
​
709
​
​
725
​
​
(16)
​
(2.2)

Total operating income (loss)
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$
512,938
​
$
(213,408)
​
$
726,346
​
*

*
Percentage is not meaningful

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Total revenue. Our consolidated revenue totaled $3.576 billion for the three months ended June 30, 2026, a decrease of $149 million or 4.0% compared to the same period in 2025. The net decrease primarily resulted from the decrease in revenue from our Pay-TV segment and to a lesser extent our Broadband and Satellite Services segment, partially offset by the increase in revenue from our Other segment.
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Total operating income (loss). Our consolidated operating income totaled $513 million for the three months ended June 30, 2026, compared to a loss of $213 million for the same period in 2025. This change primarily resulted from a decrease in operating loss from our Other segment and to a lesser extent our Wireless segment and a net increase in operating income from our Broadband and Satellite Services segment, partially offset by a decrease in operating income from our Pay-TV segment.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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​
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.
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​

​

​

​

​

​

​

​

​

​

​

​

​
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For the Six Months Ended 
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​
​
​
​

​
​
June 30,
​
Variance

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  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV
​
$
4,542,798
​
$
5,000,976
​
$
(458,178)
​
(9.2)

Wireless
​
​
1,891,514
​
​
1,901,471
​
​
(9,957)
​
(0.5)

Broadband and Satellite Services
​
​
646,560
​
​
710,438
​
​
(63,878)
​
(9.0)

Other
​
​
182,531
​
​
134,173
​
​
48,358
​
36.0

Eliminations
​
​
(19,750)
​
​
(152,341)
​
​
132,591
​
87.0

Total revenue
​
$
7,243,653
​
$
7,594,717
​
$
(351,064)
​
(4.6)

​
​
​
​
​
​
​
​
​
​
​
​

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

Pay-TV
​
$
1,013,908
​
$
1,248,982
​
$
(235,074)
​
(18.8)

Wireless
​
​
(35,879)
​
​
(212,053)
​
​
176,174
​
83.1

Broadband and Satellite Services
​
​
94,641
​
​
(55,933)
​
​
150,574
​
*

Other
​
​
(167,767)
​
​
(1,283,198)
​
​
1,115,431
​
86.9

Eliminations
​
​
882
​
​
662
​
​
220
​
33.2

Total operating income (loss)
​
$
905,785
​
$
(301,540)
​
$
1,207,325
​
*

*
Percentage is not meaningful

​
Total revenue. Our consolidated revenue totaled $7.244 billion for the six months ended June 30, 2026, a decrease of $351 million or 4.6% compared to the same period in 2025. The net decrease primarily resulted from the decrease in revenue from our Pay-TV segment and to a lesser extent our Broadband and Satellite Services and Wireless segments, partially offset by the increase in revenue from our Other segment.
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Total operating income (loss). Our consolidated operating income totaled $906 million for the six  months ended June 30, 2026, compared to a loss of $302 million for the same period in 2025. This change primarily resulted from a decrease in operating loss from our Other segment and to a lesser extent our Wireless segment and a net increase in operating income from our Broadband and Satellite Services segment, partially offset by a decrease in operating income from our Pay-TV segment.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
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Pay-TV Segment
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Substantially all of our Pay-TV segment was 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.
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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.
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Our Pay-TV segment business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer service and great value. We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers. We offer a wide selection of video services under the DISH TV brand, with access to hundreds of channels depending on the level of subscription. Our standard programming packages generally include programming provided by national cable networks. We also offer programming packages that include local broadcast networks, specialty sports channels, premium movie channels and Latino and international programming. We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative. Our SLING TV services require an Internet connection and are available on multiple streaming-capable devices including, among others, streaming media devices, TVs, tablets, computers, game consoles and phones.
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Trends in our Pay-TV Segment
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Competition
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Competition has intensified in recent years as the pay-TV industry has matured. We and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. We face substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices, including wireless service providers. In recent years, industry consolidation and convergence has created competitors with greater scale and multiple product/service offerings. These developments, among others, have contributed to intense and increasing competition, and we expect such competition to continue.
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We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers and by providing retention credits. Our DISH TV subscriber retention costs may vary significantly from period to period.
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Many of our competitors have been especially aggressive by offering discounted programming and services for both new and existing subscribers, including, but not limited to, bundled offers combining broadband, video and/or wireless services and other promotional offers. Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services.
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Our Pay-TV services also face increased competition from programmers and other companies who distribute video directly to consumers over the Internet, as well as traditional satellite television providers, cable companies and large telecommunications companies that are rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content. We also face competition from providers of video content, many of which are providers of programming content to us, that distribute content over the Internet including services with live-linear television programming, as well as single programmer offerings and offerings of large libraries of on-demand content, including in certain cases original content. These product offerings include, but are not limited to: Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, HBO Max, STARZ, ESPN Unlimited, FOX One, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings.
​
Significant changes in consumer behavior regarding the means by which consumers obtain video entertainment and information in response to digital media competition could have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business.
​
In particular, consumers have shown increased interest in viewing certain video programming in any place, at any time and/or on any broadband or Internet-connected device they choose. Online content providers may cause our subscribers to disconnect our DISH TV services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through these online content providers a certain portion of the services that they would have historically purchased from us.
​
Mergers and acquisitions, joint ventures and alliances among cable television providers, telecommunications companies, programming providers and others may result in, among other things, greater scale and financial leverage and increase the availability of offerings from providers capable of bundling video, broadband and/or wireless services in competition with our services and may exacerbate the risks described under the caption “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in our public filings. These transactions may affect us adversely by, among other things, making it more difficult for us to obtain access to certain programming networks on nondiscriminatory and fair terms, or at all.
​
Our Pay-TV subscriber base has been declining due to, among other things, the factors described above. There can be no assurance that our Pay-TV subscriber base will not continue to decline and that the pace of such decline will not accelerate. As our Pay-TV subscriber base continues to decline, it could have a material adverse long-term effect on our business, results of operations, financial condition and cash flow.
​

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

​
Programming
​
Our ability to compete successfully will depend, among other things, on our ability to continue to obtain desirable programming and deliver it to our subscribers at competitive prices. Programming costs represent a large percentage of our “Cost of services” and the largest component of our total expense. We expect these costs to continue to increase due to contractual price increases and the renewal of long-term programming contracts on less favorable pricing terms and certain programming costs are rising at a much faster rate than wages or inflation. In particular, the rates we are charged for retransmitting local broadcast channels have been increasing substantially and may exceed our ability to increase our prices to our subscribers. Our ability to provide services under these agreements and negotiate acceptable terms depends on, among other things, the number of subscribers we have, our actual, perceived or anticipated financial condition and our negotiating power against each programmer, which can vary depending on the size and scale of such programmer. Going forward, our margins may face pressure if we are unable to renew our long-term programming contracts on acceptable pricing and other economic terms or if we are unable to pass these increased programming costs on to our subscribers.
​
Increases in programming costs have caused us to increase the rates that we charge to our subscribers, which could in turn cause our existing Pay-TV subscribers to disconnect our services or cause potential new Pay-TV subscribers to choose not to subscribe to our services. Additionally, even if our subscribers do not disconnect our services, they may purchase through new and existing online content providers a certain portion of the services that they would have historically purchased from us.
​
Furthermore, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate may be negatively impacted if we are unable to renew our long-term programming carriage contracts on acceptable terms or at all. In the past, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. There can be no assurance that the removal of any channels will not have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.
​

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

​
RESULTS OF OPERATIONS – Pay-TV Segment
​
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

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

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
2,205,012
​
$
2,446,844
​
$
(241,832)
​
(9.9)

Equipment sales and other revenue
​
​
43,522
​
​
15,405
​
​
28,117
​
*

Total revenue
​
​
2,248,534
​
​
2,462,249
​
​
(213,715)
​
(8.7)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
1,352,642
​
​
1,548,971
​
​
(196,329)
​
(12.7)

% of Service revenue
​
​
61.3
%  
​
63.3
%  
​
​
​
​

Cost of sales - equipment and other
​
​
31,934
​
​
9,446
​
​
22,488
​
*

Selling, general and administrative expenses
​
​
263,302
​
240,455
​
22,847
​
9.5

% of Total revenue
​
​
11.7
%  
​
9.8
%  
​
​
​
​

Depreciation and amortization
​
​
58,315
​
​
67,825
​
​
(9,510)
​
(14.0)

Total costs and expenses
​
​
1,706,193
​
​
1,866,697
​
​
(160,504)
​
(8.6)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
542,341
​
$
595,552
​
$
(53,211)
​
(8.9)

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV subscribers, as of period end (in millions)
​
​
6.391
​
​
7.108
​
​
(0.717)
​
(10.1)

DISH TV subscribers, as of period end (in millions)
​
​
4.684
​
​
5.323
​
​
(0.639)
​
(12.0)

SLING TV subscribers, as of period end (in millions)
​
​
1.707
​
​
1.785
​
​
(0.078)
​
(4.4)

Pay-TV subscriber additions (losses), net (in millions)
​
​
(0.241)
​
​
(0.261)
​
​
0.020
​
7.7

DISH TV subscriber additions (losses), net (in millions)
​
​
(0.161)
​
​
(0.152)
​
​
(0.009)
​
(5.9)

SLING TV subscriber additions (losses), net (in millions)
​
​
(0.080)
​
​
(0.109)
​
​
0.029
​
26.6

Pay-TV ARPU
​
$
112.39
​
$
111.74
​
$
0.65
​
0.6

DISH TV subscriber additions, gross (in millions)
​
​
0.042
​
​
0.057
​
​
(0.015)
​
(26.3)

DISH TV churn rate
​
​
1.42
%
​
1.29
%
​
0.13
%
10.1

DISH TV SAC
​
$
1,529
​
$
1,150
​
$
379
​
33.0

Purchases of property and equipment (1)
​
$
55,262
​
$
78,580
​
$
(23,318)
​
(29.7)

OIBDA
​
$
600,656
​
$
663,377
​
$
(62,721)
​
(9.5)

*
Percentage is not meaningful.

(1) Purchases of property and equipment includes satellite purchases during the three months ended June 30, 2026 and 2025 of $31 million and $49 million, respectively.
​

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

Pay-TV Subscribers
​
DISH TV subscribers . We lost approximately 161,000 net DISH TV subscribers during the three months ended June 30, 2026 compared to the loss of approximately 152,000 net DISH TV subscribers during the same period in 2025. This increase in net DISH TV subscriber losses primarily resulted from a higher DISH TV churn rate as well as lower gross new DISH TV subscriber activations.
​
SLING TV subscribers . We lost approximately 80,000 net SLING TV subscribers during the three months ended June 30, 2026 compared to the loss of approximately 109,000 net SLING TV subscribers during the same period in 2025. This decrease in net SLING TV subscriber losses was primarily related to higher SLING TV subscriber activations and lower SLING TV subscriber disconnects in 2026. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis. For example, in August 2025, ESPN Unlimited and FOX One sports packages were launched.
​
DISH TV subscribers, gross . During the three months ended June 30, 2026, we activated approximately 42,000 gross new DISH TV subscribers compared to approximately 57,000 gross new DISH TV subscribers during the same period in 2025, a decrease of 26.3%. This decrease in our gross new DISH TV subscriber activations was primarily related to lower marketing expenditures, the lack of demand and shifting consumer behavior, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.
​
DISH TV churn rate . Our DISH TV churn rate for the three months ended June 30, 2026 was 1.42% compared to 1.29% for the same period in 2025. Our DISH TV churn rate for the three months ended June 30, 2026 was negatively impacted by programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. Our DISH TV churn rates for the three months ended June 30, 2026 and 2025 were positively impacted by our continued emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud and the level of our retention efforts.
​
Our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV subscriber churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.
​

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

​
We have not always met our own standards for performing high-quality installations, effectively resolving subscriber issues when they arise, answering subscriber calls in an acceptable timeframe, effectively communicating with our subscriber base, reducing calls driven by the complexity of our business, improving the reliability of certain systems and subscriber equipment and aligning the interests of certain independent third-party retailers and installers to provide high-quality service. Most of these factors have affected both gross new DISH TV subscriber activations as well as DISH TV subscriber churn rate. Our future gross new DISH TV subscriber activations and our DISH TV subscriber churn rate may be negatively impacted by these factors, which could in turn adversely affect our revenue.
​
Service revenue. “Service revenue” totaled $2.205 billion for the three months ended June 30, 2026, a decrease of $242 million or 9.9% compared to the same period in 2025. The decrease in “Service revenue” compared to the same period in 2025 was primarily related to lower average Pay-TV subscriber base.
​
Pay-TV ARPU. Pay-TV ARPU was $112.39 during the three months ended June 30, 2026 versus $111.74 during the same period in 2025. The $0.65 or 0.6% increase in Pay-TV ARPU was primarily attributable to the DISH TV programming price increase effective in September 2025 and higher ad sales, partially offset by a shift in SLING TV subscriber services mix to lower priced programming services.
​
Cost of services. “Cost of services” totaled $1.353 billion during the three months ended June 30, 2026, a decrease of $196 million or 12.7% compared to the same period in 2025. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base, partially offset by higher programming costs per subscriber. Programming costs per subscriber increased during the three months ended June 30, 2026 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. In addition, the three months ended June 30, 2026 was positively impacted by reduced programming costs per subscriber due to programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. “Cost of services” represented 61.3% and 63.3% of “Service revenue” during the three months ended June 30, 2026 and 2025, respectively. This decrease primarily related to reduced programming costs due to programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers.
​
In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content. Our “Cost of services” have and will continue to face further upward pressure from price increases and the renewal of long-term programming contracts on less favorable pricing terms. In addition, our programming expenses will increase to the extent we are successful in growing our Pay-TV subscriber base.
​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $263 million during the three months ended June 30, 2026, a $23 million or 9.5% increase compared to the same period in 2025. This change was primarily related to an increase in professional fees due to the restructuring, see Note 1 and Note 3 in the Notes to our Condensed Consolidated Financial Statements for further information, as well as an increase in personnel costs.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $58 million during the three months ended June 30, 2026, a $10 million or 14.0% decrease compared to the same period in 2025. This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers and our EchoStar XIV and EchoStar XV satellites which became fully depreciated in May 2025 and July 2025, respectively. These decreases were partially offset by depreciation expense from our EchoStar XXV satellite, which was placed into service during the second quarter of 2026 and our Nimiq 5 finance lease which began in June 2026.
​

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

DISH TV SAC. DISH TV SAC was $1,529 during the three months ended June 30, 2026 compared to $1,150 during the same period in 2025, an increase of $379 or 33.0%. This change was primarily attributable to higher commission costs per subscriber due to our emphasis on acquiring higher quality subscribers, higher installation and equipment costs per subscriber resulting from an increase in the average number of receivers installed per household and an increase in advertising costs per subscriber.
​
During the three months ended June 30, 2026 and 2025, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $8 million and $8 million, respectively.
​
To remain competitive, we upgrade or replace subscriber equipment periodically as technology changes, and the costs associated with these upgrades may be substantial. To the extent technological changes render a portion of our existing equipment obsolete, we would be unable to redeploy all returned equipment and consequently would realize less benefit from the DISH TV SAC reduction associated with redeployment of that returned lease equipment.
​
Our “DISH TV SAC” may materially increase in the future to the extent that we, among other things, transition to newer technologies, introduce more aggressive promotions or provide greater equipment subsidies. See further information under “Liquidity and Capital Resources – Subscriber Acquisition and Retention Costs.”
​

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

​
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Six Months Ended 
​
​

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
4,466,710
​
$
4,971,196
​
$
(504,486)
​
(10.1)

Equipment sales and other revenue
​
​
76,088
​
​
29,780
​
​
46,308
​
*

Total revenue
​
​
4,542,798
​
​
5,000,976
​
​
(458,178)
​
(9.2)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
2,768,342
​
​
3,105,607
​
​
(337,265)
​
(10.9)

% of Service revenue
​
​
62.0
%  
​
62.5
%  
​
​
​
​

Cost of sales - equipment and other
​
​
64,035
​
​
19,118
​
​
44,917
​
*

Selling, general and administrative expenses
​
​
582,332
​
483,001
​
​
99,331
​
20.6

% of Total revenue
​
​
12.8
%  
​
9.7
%  
​
​
​
​

Depreciation and amortization
​
​
114,181
​
​
144,268
​
​
(30,087)
​
(20.9)

Total costs and expenses
​
​
3,528,890
​
​
3,751,994
​
​
(223,104)
​
(5.9)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
1,013,908
​
$
1,248,982
​
$
(235,074)
​
(18.8)

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Pay-TV subscribers, as of period end (in millions)
​
​
6.391
​
​
7.108
​
​
(0.717)
​
(10.1)

DISH TV subscribers, as of period end (in millions)**
​
​
4.684
​
​
5.323
​
​
(0.639)
​
(12.0)

SLING TV subscribers, as of period end (in millions)***
​
​
1.707
​
​
1.785
​
​
(0.078)
​
(4.4)

Pay-TV subscriber additions (losses), net (in millions)
​
​
(0.607)
​
​
(0.642)
​
​
0.035
​
5.5

DISH TV subscriber additions (losses), net (in millions)
​
​
(0.338)
​
​
(0.335)
​
​
(0.003)
​
(0.9)

SLING TV subscriber additions (losses), net (in millions)
​
​
(0.269)
​
​
(0.307)
​
​
0.038
​
12.4

Pay-TV ARPU
​
$
111.27
​
$
111.18
​
$
0.09
​
0.1

DISH TV subscriber additions, gross (in millions)
​
​
0.074
​
​
0.103
​
​
(0.029)
​
(28.2)

DISH TV churn rate
​
​
1.42
%
​
1.33
%
​
0.09
%
6.8

DISH TV SAC
​
$
1,404
​
$
1,150
​
$
254
​
22.1

Purchases of property and equipment, net of refunds (1)
​
$
143,390
​
$
140,968
​
$
2,422
​
1.7

OIBDA
​
$
1,128,089
​
$
1,393,250
​
$
(265,161)
​
(19.0)

* Percentage is not meaningful.
(1) Purchases of property and equipment includes satellite purchases during the six months ended June 30, 2026 and 2025 of $90 million and $74 million, respectively.
​

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

Pay-TV Subscribers
​
DISH TV subscribers . We lost approximately 338,000 net DISH TV subscribers during the six months ended June 30, 2026 compared to the loss of approximately 335,000 net DISH TV subscribers during the same period in 2025. This increase in net DISH TV subscriber losses primarily resulted from a higher DISH TV churn rate as well as lower gross new DISH TV subscriber activations.
​
SLING TV subscribers . We lost approximately 269,000 net SLING TV subscribers during the six months ended June 30, 2026 compared to the loss of approximately 307,000 net SLING TV subscribers during the same period in 2025. This decrease in net SLING TV subscriber losses was primarily related to lower SLING TV subscriber disconnects, partially offset by lower SLING TV subscriber activations in 2026. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis. For example, in August 2025, ESPN Unlimited and FOX One sports packages were launched.
​
DISH TV subscribers, gross . During the six months ended June 30, 2026, we activated approximately 74,000 gross new DISH TV subscribers compared to approximately 103,000 gross new DISH TV subscribers during the same period in 2025, a decrease of 28.2%. This decrease in our gross new DISH TV subscriber activations was primarily related to lower marketing expenditures, the lack of demand and shifting consumer behavior, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.
​
DISH TV churn rate . Our DISH TV churn rate for the six months ended June 30, 2026 was 1.42% compared to 1.33% for the same period in 2025. Our DISH TV churn rate for the six months ended June 30, 2026 was negatively impacted by programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. Our DISH TV churn rates for the six months ended June 30, 2026 and 2025 were positively impacted by our continued emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud and the level of our retention efforts.
​
Service revenue. “Service revenue” totaled $4.467 billion for the six months ended June 30, 2026, a decrease of $504 million or 10.1% compared to the same period in 2025. The decrease in “Service revenue” compared to the same period in 2025 was primarily related to lower average Pay-TV subscriber base.
​
Pay-TV ARPU. Pay-TV ARPU was $111.27 during the six months ended June 30, 2026 versus $111.18 during the same period in 2025. The $0.09 or 0.1% increase in Pay-TV ARPU was primarily attributable to the DISH TV programming price increase effective in September 2025 and higher ad sales, partially offset by a shift in SLING TV subscriber services mix to lower priced programming services.
​

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

​
Cost of services. “Cost of services” totaled $2.768 billion during the six months ended June 30, 2026, a decrease of $337 million or 10.9% compared to the same period in 2025. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base, partially offset by higher programming costs per subscriber. Programming costs per subscriber increased during the six months ended June 30, 2026 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. The six months ended June 30, 2026 was positively impacted by reduced programming costs per subscriber due to programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. “Cost of services” represented 62.0% and 62.5% of “Service revenue” during the six months ended June 30, 2026 and 2025, respectively. This decrease primarily related to reduced programming costs due to programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers.
​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $582 million during the six months ended June 30, 2026, a $99 million or 20.6% increase compared to the same period in 2025. This change was primarily related to an increase in professional fees due to the restructuring and RSA Settlement costs of $75 million, see Note 1 and Note 3 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $114 million during the six months ended June 30, 2026, a $30 million or 20.9% decrease compared to the same period in 2025. This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers and our EchoStar XIV and EchoStar XV satellites which became fully depreciated in May 2025 and July 2025, respectively. These decreases were partially offset by depreciation expense from our EchoStar XXV satellite, which was placed into service during the second quarter of 2026 and our Nimiq 5 finance lease which began in June 2026.
​
DISH TV SAC. DISH TV SAC was $1,404 during the six months ended June 30, 2026 compared to $1,150 during the same period in 2025, an increase of $254 or 22.1%. This change was primarily attributable to higher commission costs per subscriber due to our emphasis on acquiring higher quality subscribers and higher installation and equipment costs per subscriber resulting from an increase in the average number of receivers installed per household. These increases were partially offset by a decrease in advertising costs per subscriber.
​
During the six months ended June 30, 2026 and 2025, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $14 million and $15 million, respectively.
​
​

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

​
Wireless Segment
​
Our Wireless segment business strategy is to expand our current target segments and profitably grow our Wireless subscriber base. We intend to grow our Wireless subscriber base by acquiring and retaining high quality subscribers with competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget.
​
Our Wireless segment provides Wireless communication services and products. We offer nationwide Wireless services to subscribers primarily under our Boost Mobile and Gen Mobile brands. We currently offer a broad range of premium wireless devices, including the latest generation iPhones, as well as a wide selection of Samsung, Motorola and other premium devices. As of 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 under which we continue to operate our 5G Network core and utilize AT&T’s network services and secondarily as an MVNO utilizing network services under the MNSA and the NSA. We migrated all customer traffic from our 5G Network to AT&T’s network as we transitioned to a Hybrid MNO, which we completed as of November 15, 2025.
​
We offer customers value by providing choice and flexibility in our Wireless services. We offer competitive consumer plans with no annual service contracts and device financing arrangements for certain qualified subscribers. Currently, we offer Wireless subscribers competitive consumer plans with no annual service contracts and monthly service plans including high-speed data and unlimited talk and text. We also offer a variety of value-added services, including, but not limited to, device payment and protection plans, international calling and text plans and device financing arrangements for certain qualified subscribers.
​
Competition . Wireless communication services is a mature market with moderate year over year organic growth. Competitors include, among others, providers who offer similar wireless communication services, such as talk, text and data. Competitive factors within the wireless communication services industry include, but are not limited to, pricing, market saturation, service and product offerings, customer experience and service quality. We compete with a number of national wireless carriers, including Verizon, AT&T and T-Mobile, all of which are significantly larger than us, serve a significant percentage of all wireless subscribers and enjoy scale advantages compared to us as the only nationwide MNOs in the United States.
​
Additional primary competitors to our Wireless segment include, but are not limited to, Metro PCS (owned by T-Mobile), Cricket Wireless (owned by AT&T), Visible (owned by Verizon), Tracfone Wireless (owned by Verizon), Total Wireless (owned by Verizon), Mint Mobile (owned by T-Mobile) and other MVNOs such as Consumer Cellular, Spectrum Mobile and Xfinity Mobile.
​
​

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

RESULTS OF OPERATIONS – Wireless Segment
​
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

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

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
864,450
​
$
823,722
​
$
40,728
​
4.9

Equipment sales and other revenue
​
​
64,573
​
​
108,081
​
​
(43,508)
​
(40.3)

Total revenue
​
​
929,023
​
​
931,803
​
​
(2,780)
​
(0.3)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
479,821
​
​
497,162
​
​
(17,341)
​
(3.5)

% of Service revenue
​
​
55.5
%  
60.4
%  
​
​
​

Cost of sales - equipment and other
​
​
198,356
​
​
282,028
​
​
(83,672)
​
(29.7)

Selling, general and administrative expenses
​
​
200,086
​
​
251,522
​
(51,436)
​
(20.4)

% of Total revenue
​
​
21.5
%  
27.0
%  
​
​
​

Depreciation and amortization
​
​
50,857
​
​
19,250
​
​
31,607
​
*

Total costs and expenses
​
​
929,120
​
​
1,049,962
​
​
(120,842)
​
(11.5)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(97)
​
$
(118,159)
​
$
118,062
​
99.9

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Wireless subscribers, as of period end (in millions)**
​
​
7.375
​
​
7.357
​
​
0.018
​
0.2

Wireless subscriber additions, gross (in millions)
​
​
0.504
​
​
0.634
​
​
(0.130)
​
(20.5)

Wireless subscriber additions (losses), net (in millions) ***
​
​
(0.118)
​
​
0.212
​
​
(0.330)
​
*

Wireless ARPU
​
$
38.60
​
$
37.40
​
$
1.20
​
3.2

Wireless churn rate
​
​
2.88
%
2.69
%  
0.19
%
7.1

Purchases of property and equipment
​
$
28,992
​
$
—
​
$
28,992
​
*

OIBDA
​
$
50,760
​
$
(98,909)
​
$
149,669
​
*

* Percentage is not meaningful.
** In June of 2026, we removed approximately 34,000 subscribers from our period end Wireless subscriber count that were placed on pause and are not expected to reactivate. If these subscribers subsequently reactivate, they will be counted as a new Wireless subscriber addition. This removal had no material impact on any other reported subscriber metrics, other than our period end Wireless subscriber count.
***
Includes Government subsidized subscribers.

​
Wireless subscribers . We lost approximately 118,000 net Wireless subscribers during the three months ended June 30, 2026 compared to the addition of approximately 212,000 net Wireless subscribers during the same period in 2025. The decrease in net Wireless subscriber additions primarily resulted from lower gross new Wireless subscriber activations, lower net Government subsidized subscriber activations and a higher Wireless churn rate compared to the same period in 2025.
​

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

​
Wireless subscribers, gross . During the three  months ended June 30, 2026, we activated approximately 504,000 gross new Wireless subscribers compared to approximately 634,000 gross new Wireless subscribers during the same period in 2025, a decrease of 20.5%. This decrease in gross new Wireless subscribers primarily resulted from lower marketing expenditures and our focus on profitable growth under our new variable cost structure due to our transition to a Hybrid MNO. Our gross new Wireless subscribers continue to be negatively impacted by our emphasis on acquiring and retaining higher quality subscribers and increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.
​
Wireless churn rate . Our Wireless churn rate for the three months ended June 30, 2026 was 2.88% compared to 2.69% for the same period in 2025. Our Wireless churn rate for the three months ended June 30, 2026 was negatively impacted by fewer wireless device upgrades. Our Wireless churn rates continue to be positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.
​
Service revenue. “Service revenue” totaled $864 million for the three months ended June 30, 2026, an increase of $41 million or 4.9% compared to the same period in 2025. The increase in “Service revenue” compared to the same period in 2025 was primarily related to a higher average Wireless subscriber base and an increase in Wireless ARPU, discussed below.
​
Wireless ARPU. Wireless ARPU was $38.60 during the three months ended June 30, 2026 versus $37.40 during the same period in 2025. The $1.20 or 3.2% increase in Wireless ARPU was primarily attributable to, among other things, a shift in subscriber plan mix to higher priced service plans and increased sales of value added services.
​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $65 million for the three months ended June 30, 2026, a decrease of $44 million or 40.3% compared to the same period in 2025. The decrease in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to a decrease in units shipped and an increase in sales of wireless devices with lower revenue per unit, partially offset by lower promotional subsidies.
​
Cost of services. “Cost of services” totaled $480 million for the three months ended June 30, 2026, a decrease of $17 million or 3.5% compared to the same period in 2025. The decrease in “Cost of services” compared to the same period in 2025 was primarily attributable to lower network services costs per subscriber as we transition to our Hybrid MNO and lower variable costs resulting from our emphasis on acquiring and retaining higher quality subscribers .
​
In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core and utilizing AT&T’s network services beginning in September 2025 and prospectively. We also continue to operate as an MVNO utilizing network services under the MNSA and the NSA, respectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $198 million for the three months ended June 30, 2026, a decrease of $84 million or 29.7% compared to the same period in 2025. The decrease in “Cost of sales – equipment and other” compared to the same period in 2025 primarily resulted from a decrease in units shipped and an increase in sales of wireless devices with lower cost per unit, partially offset by lower vendor rebates.
​

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

​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $200 million during the three months ended June 30, 2026, a $51 million decrease compared to the same period in 2025. This change primarily resulted from a decrease in subscriber acquisition costs resulting from lower gross new Wireless subscriber activations, including lower marketing expenditures, partially offset by an increase in costs to support the Wireless segment.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $51 million during the three months ended June 30, 2026 , a $32 million increase compared to the same period in 2025. This change was primarily driven by depreciation and amortization expense related to our Hybrid MNO for the three months ended June 30, 2026.
​
In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core beginning in September 2025 and prospectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.

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

​
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Six Months Ended 
​
​
​
​
​

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
1,732,633
​
$
1,633,329
​
$
99,304
​
6.1

Equipment sales and other revenue
​
​
158,881
​
​
268,142
​
​
(109,261)
​
(40.7)

Total revenue
​
​
1,891,514
​
​
1,901,471
​
​
(9,957)
​
(0.5)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
960,022
​
​
962,624
​
​
(2,602)
​
(0.3)

% of Service revenue
​
​
55.4
%  
​
58.9
%  
​
​
​
​

Cost of sales - equipment and other
​
​
449,503
​
​
631,246
​
​
(181,743)
​
(28.8)

Selling, general and administrative expenses
​
​
417,512
​
​
480,217
​
​
(62,705)
​
(13.1)

% of Total revenue
​
​
22.1
%  
​
25.3
%  
​
​
​
​

Depreciation and amortization
​
​
100,356
​
​
39,437
​
​
60,919
​
*

Total costs and expenses
​
​
1,927,393
​
​
2,113,524
​
​
(186,131)
​
(8.8)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(35,879)
​
$
(212,053)
​
$
176,174
​
83.1

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Wireless subscribers, as of period end (in millions)**
​
​
7.375
​
​
7.357
​
​
0.018
​
0.2

Wireless subscriber additions, gross (in millions)
​
​
1.120
​
​
1.291
​
​
(0.171)
​
(13.2)

Wireless subscriber additions (losses), net (in millions) ***
​
​
(0.102)
​
​
0.362
​
​
(0.464)
​
*

Wireless ARPU
​
$
38.60
​
$
37.64
​
$
0.96
​
2.6

Wireless churn rate
​
​
2.82
%
​
2.75
%  
​
0.07
%
2.5

Purchases of property and equipment, net of refunds
​
$
57,825
​
$
—
​
$
57,825
​
*

OIBDA
​
$
64,477
​
$
(172,616)
​
$
237,093
​
*

​

* Percentage is not meaningful.
** In June of 2026, we removed approximately 34,000 subscribers from our period end Wireless subscriber count that were placed on pause and are not expected to reactivate. If these subscribers subsequently reactivate, they will be counted as a new Wireless subscriber addition. This removal had no material impact on any other reported subscriber metrics, other than our period end Wireless subscriber count.
***
Includes Government subsidized subscribers.

​
Wireless subscribers . We lost approximately 102,000 net Wireless subscribers during the six months ended June 30, 2026 compared to the addition of approximately 362,000 net Wireless subscribers during the same period in 2025. The decrease in net Wireless subscriber additions primarily resulted from lower net Government subsidized subscriber activations, lower gross new Wireless subscriber activations and a higher Wireless churn rate compared to the same period in 2025.
​

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

​
Wireless subscribers, gross . During the six  months ended June 30, 2026, we activated approximately 1.120 million gross new Wireless subscribers compared to approximately 1.291 million gross new Wireless subscribers during the same period in 2025, a decrease of 13.2%. This decrease in gross new Wireless subscribers primarily resulted from lower marketing expenditures and our focus on profitable growth under our new variable cost structure due to our transition to a Hybrid MNO. Our gross new Wireless subscribers continue to be negatively impacted by our emphasis on acquiring and retaining higher quality subscribers and increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.
​
Wireless churn rate . Our Wireless churn rate for the six months ended June 30, 2026 was 2.82% compared to 2.75% for the same period in 2025. Our Wireless churn rate for the six months ended June 30, 2026 was negatively impacted by fewer wireless device upgrades. Our Wireless churn rates continue to be positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.
​
Service revenue. “Service revenue” totaled $1.733 billion for the six months ended June 30, 2026, an increase of $99 million or 6.1% compared to the same period in 2025. The increase in “Service revenue” compared to the same period in 2025 was primarily related to a higher average Wireless subscriber base and an increase in Wireless ARPU, discussed below.
​
Wireless ARPU. Wireless ARPU was $38.60 during the six months ended June 30, 2026 versus $37.64 during the same period in 2025. The $0.96 or 2.6% increase in Wireless ARPU was primarily attributable to, among other things, a shift in subscriber plan mix to higher priced service plans and increased sales of value added services.
​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $159 million for the six months ended June 30, 2026, a decrease of $109 million or 40.7% compared to the same period in 2025. The decrease in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to a decrease in units shipped and an increase in sales of wireless devices with lower revenue per unit, partially offset by lower promotional subsidies.
​
Cost of services. “Cost of services” totaled $960 million for the six months ended June 30, 2026, a decrease of $3 million or 0.3% compared to the same period in 2025. The decrease in “Cost of services” compared to the same period in 2025 was primarily attributable to lower network services costs per subscriber as we transition to our Hybrid MNO and lower variable costs resulting from our emphasis on acquiring and retaining higher quality subscribers.
​
In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core and utilizing AT&T’s network services beginning in September 2025 and prospectively. We also continue to operate as an MVNO utilizing network services under the MNSA and the NSA, respectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $450 million for the six months ended June 30, 2026, a decrease of $182 million or 28.8% compared to the same period in 2025. The decrease in “Cost of sales – equipment and other” compared to the same period in 2025 primarily resulted from a decrease in units shipped and an increase in sales of wireless devices with lower cost per unit, partially offset by lower vendor rebates.
​

106

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

​
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $418 million during the six months ended June 30, 2026, a $63 million decrease compared to the same period in 2025. This change primarily resulted from a decrease in subscriber acquisition costs resulting from lower gross new Wireless subscriber activations, including lower marketing expenditures, partially offset by an increase in costs to support the Wireless segment.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $100 million during the six months ended June 30, 2026, a $61 million increase compared to the same period in 2025. This change was primarily driven by depreciation and amortization expense related to our Hybrid MNO for the six months ended June 30, 2026.
​
In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core beginning in September 2025 and prospectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

107

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

​
Broadband and Satellite Services Segment
​
Our Broadband and Satellite Services segment business strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally. We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.
​
We offer broadband satellite technologies and broadband internet products and services to consumer customers, which include home and small to medium-sized businesses. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We have leveraged our satellite fleet to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise, aeronautical and government markets. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.
​
We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. Revenue in our satellite services business depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers.
​
Backlog
​
As of June 30, 2026, our Broadband and Satellite Services segment had approximately $1.4 billion of contracted revenue backlog. We define the Broadband and Satellite Services segment contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue.
​
Competition
​
Our industry is highly competitive. As a global provider of network technologies, products and services, our Broadband and Satellite Services segment competes with a large number of telecommunications and satellite internet service providers.
​
In our enterprise markets, we compete against multiple categories of providers. In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service and internet protocol-based virtual private networks (VPN), which vary by region. In the in-flight connectivity market, we compete against direct and indirect providers of in-flight WiFi services, such as ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”) and Starlink Services LLC, which is owned by Space Exploration Technologies Corp. (“SpaceX”).
​
In our consumer broadband satellite technologies and internet services markets, we compete against traditional telecommunications and wireless carriers, other satellite internet providers, as well as fiber optic, cable and wireless internet service providers. Our primary satellite competitors in the North American consumer market are ViaSat and SpaceX, as well as Amazon Leo when launched. Both ViaSat and SpaceX have also entered the South American consumer market and additionally SpaceX has entered the Central American consumer market. Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc.
​

108

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

RESULTS OF OPERATIONS – Broadband and Satellite Services Segment
​
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

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

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
234,943
​
$
273,441
​
$
(38,498)
​
(14.1)

Equipment sales and other revenue
​
​
81,961
​
​
66,339
​
​
15,622
​
23.5

Total revenue
​
​
316,904
​
​
339,780
​
​
(22,876)
​
(6.7)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
96,951
​
​
115,232
​
​
(18,281)
​
(15.9)

% of Service revenue
​
​
41.3
%  
​
42.1
%  
​
​
​
​

Cost of sales - equipment and other
​
​
53,949
​
​
63,551
​
​
(9,602)
​
(15.1)

% of Equipment sales and other revenue
​
​
65.8
%  
​
95.8
%  
​
​
​
​

Selling, general and administrative expenses
​
​
65,805
​
​
93,298
​
(27,493)
​
(29.5)

% of Total revenue
​
​
20.8
%  
​
27.5
%  
​
​
​
​

Depreciation and amortization
​
​
50,017
​
​
104,437
​
​
(54,420)
​
(52.1)

Impairments and other
​
​
(275)
​
​
—
​
​
(275)
​
*

Total costs and expenses
​
​
266,447
​
​
376,518
​
​
(110,071)
​
(29.2)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
50,457
​
$
(36,738)
​
$
87,195
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Broadband subscribers, as of period end (in millions)
​
​
0.622
​
​
0.819
​
​
(0.197)
​
(24.1)

Broadband subscriber additions (losses), net (in millions)
​
​
(0.059)
​
​
(0.034)
​
​
(0.025)
​
(73.5)

Purchases of property and equipment (1)
​
$
6,942
​
$
43,118
​
$
(36,176)
​
(83.9)

OIBDA
​
$
100,474
​
$
67,699
​
$
32,775
​
48.4

​

*
Percentage is not meaningful.

(1) Purchases of property and equipment includes satellite purchases during the three months ended June 30, 2026 and 2025 of zero and $1 million, respectively.
​
Broadband subscribers. We lost approximately 59,000 net Broadband subscribers during the three months ended June 30, 2026 compared to the loss of approximately 34,000 net Broadband subscribers during the same period in 2025. The increase in net Broadband subscriber losses was primarily due to lower gross subscriber additions. We continue to experience increased competition from satellite-based competitors and other technologies. 
​
Service revenue. “Service revenue” totaled $235 million for the three months ended June 30, 2026, a decrease of $38 million, or 14.1%, as compared to 2025. The decrease was primarily attributable to lower sales of broadband services to our North American consumer customers and our international enterprise customers, partially offset by higher sales of broadband services to our North American enterprise customers.
​

109

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

​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $82 million for the three months ended June 30, 2026, an increase of $16 million, or 23.5%, as compared to 2025. The increase was primarily attributable to higher hardware sales to our North American enterprise customers.
​
Cost of services. “Cost of services” totaled $97 million for the three months ended June 30, 2026, a decrease of $18 million, or 15.9%, as compared to 2025. The decrease was primarily attributable to lower costs of broadband services to our North American consumer customers and our international enterprise customers. Our “Cost of services” represented 41.3% and 42.1% of “Service revenue” during the three months ended June 30, 2026 and 2025, respectively.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $54 million for the three months ended June 30, 2026, a decrease of $10 million, or 15.1%, as compared to 2025. The decrease was primarily attributable to lower costs of equipment to our North American enterprise customers. Our “Cost of sales – equipment and other” represented 65.8% and 95.8% of “Equipment sales and other revenue” during the three months ended June 30, 2026 and 2025, respectively. The three months ended June 30, 2025 was negatively impacted by a one-time project charge.
​
Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $66 million for the three months ended June 30, 2026, a decrease of $27 million, or 29.5%, as compared to 2025. The decrease was primarily attributable to lower marketing expenditures and lower costs to support the Broadband and Satellite Services segment due to cost reduction measures.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $50 million for the three months ended June 30, 2026, a decrease of $54 million, or 52.1%, as compared to 2025. This change was primarily driven by a decrease in depreciation expense for the assets impaired during the fourth quarter of 2025 .
​
Impairments and other . “Impairments and other” totaled less than $1 million during the three months ended June 30, 2026. This amount primarily related to gains on the settlement of our estimated exit, disposal and other costs related to the abandonment of certain international assets that would no longer be utilized in our business as a result of the SpaceX Transactions.
​
​
​

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

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Six Months Ended 
​
​
​
​
​

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
483,602
​
$
550,385
​
$
(66,783)
​
(12.1)

Equipment sales and other revenue
​
​
162,958
​
​
160,053
​
​
2,905
​
1.8

Total revenue
​
​
646,560
​
​
710,438
​
​
(63,878)
​
(9.0)

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
199,303
​
​
228,357
​
​
(29,054)
​
(12.7)

% of Service revenue
​
​
41.2
%  
​
41.5
%  
​
​
​
​

Cost of sales - equipment and other
​
​
124,839
​
​
145,285
​
​
(20,446)
​
(14.1)

% of Equipment sales and other revenue
​
​
76.6
%  
​
90.8
%  
​
​
​
​

Selling, general and administrative expenses
​
​
128,095
​
​
183,394
​
​
(55,299)
​
(30.2)

% of Total revenue
​
​
19.8
%  
​
25.8
%  
​
​
​
​

Depreciation and amortization
​
​
99,957
​
​
209,335
​
​
(109,378)
​
(52.3)

Impairments and other
​
​
(275)
​
​
—
​
​
(275)
​
*

Total costs and expenses
​
​
551,919
​
​
766,371
​
​
(214,452)
​
(28.0)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
94,641
​
$
(55,933)
​
$
150,574
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Broadband subscribers, as of period end (in millions)
​
​
0.622
​
​
0.819
​
​
(0.197)
​
(24.1)

Broadband subscriber additions (losses), net (in millions)
​
​
(0.117)
​
​
(0.064)
​
​
(0.053)
​
(82.8)

Purchases of property and equipment, net of refunds (1)
​
$
18,552
​
$
75,221
​
$
(56,669)
​
(75.3)

OIBDA
​
$
194,598
​
$
153,402
​
$
41,196
​
26.9

*
Percentage is not meaningful.

(1) Purchases of property and equipment includes satellite purchases during the six months ended June 30, 2026 and 2025 of zero and $14 million, respectively.
​
Broadband subscribers. We lost approximately 117,000 net Broadband subscribers during the six months ended June 30, 2026 compared to the loss of approximately 64,000 net Broadband subscribers during the same period in 2025. The increase in net Broadband subscriber losses was primarily due to lower gross subscriber additions. We continue to experience increased competition from satellite-based competitors and other technologies. 
​
Service revenue. “Service revenue” totaled $484 million for the six months ended June 30, 2026, a decrease of $67 million, or 12.1%, as compared to 2025. The decrease was primarily attributable to lower sales of broadband services to our North American consumer customers, partially offset by higher sales of broadband services to our North American enterprise customers.
​

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

​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $163 million for the six months ended June 30, 2026, an increase of $3 million, or 1.8%, as compared to 2025. The increase was primarily attributable to higher hardware sales to our North American enterprise customers, partially offset by lower hardware sales to our international enterprise customers.
​
Cost of services. “Cost of services” totaled $199 million for the six months ended June 30, 2026, a decrease of $29 million, or 12.7%, as compared to 2025. The decrease was primarily attributable to lower costs of broadband services to our North American consumer customers and our international enterprise customers. Our “Cost of services” represented 41.2% and 41.5% of “Service revenue” during the six months ended June 30, 2026 and 2025, respectively.
​
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $125 million for the six months ended June 30, 2026, a decrease of $20 million, or 14.1%, as compared to 2025. The decrease was primarily attributable to lower costs of equipment to our North American and our international enterprise customers. Our “Cost of sales – equipment and other” represented 76.6% and 90.8% of “Equipment sales and other revenue” during the six months ended June 30, 2026 and 2025, respectively. The six months ended June 30, 2025 was negatively impacted by a one-time project charge.
​
Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $128 million for the six months ended June 30, 2026, a decrease of $55 million, or 30.2%, as compared to 2025. The decrease was primarily attributable to lower marketing expenditures and lower costs to support the Broadband and Satellite Services segment due to cost reduction measures.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $100 million for the six months ended June 30, 2026, a decrease of $109 million, or 52.3%, as compared to 2025. This change was primarily driven by a decrease in depreciation expense for the assets impaired during the fourth quarter of 2025 .
​
Impairments and other . “Impairments and other” totaled less than $1 million during the six months ended June 30, 2026. This amount primarily related to gains on the settlement of our estimated exit, disposal and other costs related to the abandonment of certain international assets that would no longer be utilized in our business as a result of the SpaceX Transactions.
​
​

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

Other Segment
​
Substantially all of our Other segment was 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.
​
Our Other segment primarily consists of our legacy 5G Network and 5G Network deployment operations that will not be utilized in the Wireless segment’s Hybrid MNO business. As a result of the unforeseeable actions by the FCC, as detailed in Note 11 “Recent Developments – FCC Review” in the Notes to our Condensed Consolidated Financial Statements, we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we 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 in the Notes to our Condensed Consolidated Financial Statements for further information. A significant number of these licenses are included in the AT&T Transactions and SpaceX Transactions as detailed in “ Recent Developments ” in Note 1 in the Notes to our Condensed Consolidated Financial Statements
​
Our wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC , we certified to meeting the accelerated build-out (Commitments #2 and #3 of the Extension Request) and the nationwide 80% coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024. Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.
​
While the FCC has not yet updated the build-out deadlines in the Universal Licensing System, the licenses remain in effect based upon the submission of our build-out certifications. In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 since we satisfied the remaining Extension Request commitments. Also see Note 11 “ Recent Developments – FCC Review ” in the Notes to our Condensed Consolidated Financial Statements for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
​
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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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
​

​
RESULTS OF OPERATIONS – Other Segment
​
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

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

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
—
​
$
—
​
$
—
​
*

Equipment sales and other revenue
​
​
91,548
​
​
71,876
​
​
19,672
​
27.4

Total revenue
​
​
91,548
​
​
71,876
​
​
19,672
​
27.4

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
—
​
​
357,087
​
​
(357,087)
​
*

Cost of sales - equipment and other
​
​
135,684
​
​
—
​
​
135,684
​
*

Selling, general and administrative expenses
​
​
26,993
​
​
51,864
​
​
(24,871)
​
(48.0)

Depreciation and amortization
​
​
11,354
​
​
317,713
​
​
(306,359)
​
(96.4)

Impairments and other
​
​
(2,011)
​
​
—
​
​
(2,011)
​
*

Total costs and expenses
​
​
172,020
​
​
726,664
​
​
(554,644)
​
(76.3)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(80,472)
​
$
(654,788)
​
$
574,316
​
87.7

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Purchases of property and equipment
​
$
1,103
​
$
171,475
​
$
(170,372)
​
(99.4)

OIBDA
​
$
(69,118)
​
$
(337,075)
​
$
267,957
​
79.5

*
Percentage is not meaningful.

​
Equipment sales and other revenue . “Equipment sales and other revenue” totaled $92 million for the three months ended June 30, 2026, an increase of $20 million or 27.4% compared to the same period in 2025. The increase in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to leased spectrum revenue, partially offset by lower intercompany MNO revenue.
​
Cost of services and Cost of sales – equipment and other. “Cost of services” and “Cost of sales – equipment and other” totaled $136 million for the three months ended June 30, 2026, a decrease of $221 million compared to the same period in 2025. Beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of services” excludes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs, which are now included in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
​
In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. Beginning in September 2025, lease expense on communication towers and other related costs for our 5G Network have decreased, offset by the accretion of lease liabilities and certain liabilities established for exit, disposal and other costs related to the termination of our 5G Network deployment. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

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

​
Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $27 million for the three months ended June 30, 2026, a decrease of $25 million, or 48.0%, as compared to 2025. This change was primarily related to a decrease in costs to support the Other segment.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $11 million during the three months ended June 30, 2026 , a $306 million or 96.4% decrease compared to the same period in 2025. This change was primarily driven by no depreciation expense for the 5G Network assets impaired during the third quarter of 2025 .
​
In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business and in September 2025 we recorded a non-cash impairment for certain 5G Network assets. As a result, we no longer have depreciation expense related to these 5G Network assets effective September 2025.
​
Impairments and other . “Impairments and other” totaled $2 million during the three months ended June 30, 2026. This amount primarily related to gains on the settlement of our estimated exit, disposal and other costs related to the termination of our 5G Network deployment.
​

115

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

​
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Six Months Ended 
​
​
​
​
​

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Revenue:
​
​
​
​
​
​
​
​
​
​
​

Service revenue
​
$
—
​
$
—
​
$
—
​
*

Equipment sales and other revenue
​
​
182,531
​
​
134,173
​
​
48,358
​
36.0

Total revenue
​
​
182,531
​
​
134,173
​
​
48,358
​
36.0

​
​
​
​
​
​
​
​
​
​
​
​

Costs and Expenses:
​
​
​
​
​
​
​
​
​
​
​

Cost of services
​
​
—
​
​
700,167
​
​
(700,167)
​
*

Cost of sales - equipment and other
​
​
318,816
​
​
—
​
​
318,816
​
*

Selling, general and administrative expenses
​
​
76,993
​
​
95,562
​
​
(18,569)
​
(19.4)

Depreciation and amortization
​
​
22,659
​
​
621,642
​
​
(598,983)
​
(96.4)

Impairments and other
​
​
(68,170)
​
​
—
​
​
(68,170)
​
*

Total costs and expenses
​
​
350,298
​
​
1,417,371
​
​
(1,067,073)
​
(75.3)

​
​
​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
$
(167,767)
​
$
(1,283,198)
​
$
1,115,431
​
86.9

​
​
​
​
​
​
​
​
​
​
​
​

Other data:
​
​
​
​
​
​
​
​
​
​
​

Purchases of property and equipment, net of refunds
​
$
5,967
​
$
335,411
​
$
(329,444)
​
(98.2)

OIBDA
​
$
(145,108)
​
$
(661,556)
​
$
516,448
​
78.1

​

* Percentage is not meaningful.
​
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $183 million for the six months ended June 30, 2026, an increase of $48 million or 36.0% compared to the same period in 2025. The increase in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to leased spectrum revenue, partially offset by lower intercompany MNO revenue.
​
Cost of services and Cost of sales – equipment and other. “Cost of services” and “Cost of sales – equipment and other” totaled $319 million for the six months ended June 30, 2026, a decrease of $381 million compared to the same period in 2025. Beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of services” excludes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs, which are now included in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
​
In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. Beginning in September 2025, lease expense on communication towers and other related costs for our 5G Network have decreased, offset by the accretion of lease liabilities and certain liabilities established for exit, disposal and other costs related to the termination of our 5G Network deployment. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

116

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

​
Selling, general and administrative expenses . “Selling, general and administrative expenses” totaled $77 million for the six months ended June 30, 2026, a decrease of $19 million, or 19.4%, as compared to 2025. This change was primarily related to a decrease in personal and other costs to support the Other segment. partially offset by an increase in legal fees, mainly due to RSA Settlement costs of $50 million. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Depreciation and amortization. “Depreciation and amortization” expense totaled $23 million during the six months ended June 30, 2026, a $599 million or 96.4% decrease compared to the same period in 2025. This change was primarily driven by no depreciation expense for the 5G Network assets impaired during the third quarter of 2025.
​
In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business and in September 2025 we recorded a non-cash impairment for certain 5G Network assets. As a result, we no longer have depreciation expense related to these 5G Network assets effective September 2025.
​
Impairments and other . “Impairments and other” totaled $68 million during the six months ended June 30, 2026. This amount primarily related to gains on the settlement of our estimated exit, disposal and other costs related to the termination of our 5G Network deployment.
​
​

117

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

​
OTHER CONSOLIDATED RESULTS
​
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

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

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​

Operating income (loss)
​
$
512,938
​
$
(213,408)
​
$
726,346
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other Income (Expense):
​
​
​
​
​
​
​
​
​
​
​

Interest income
​
​
40,912
​
​
65,369
​
​
(24,457)
​
(37.4)

Interest expense, net of amounts capitalized
​
​
(509,146)
​
​
(279,232)
​
​
(229,914)
​
(82.3)

Deconsolidation gain
​
​
9,728,958
​
​
—
​
​
9,728,958
​
*

Other, net
​
​
16,452
​
​
35,137
​
​
(18,685)
​
(53.2)

Total other income (expense)
​
​
9,277,176
​
​
(178,726)
​
​
9,455,902
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Income (loss) before income taxes
​
​
9,790,114
​
​
(392,134)
​
​
10,182,248
​
*

Income tax (provision) benefit, net
​
​
(1,327,569)
​
​
85,290
​
​
(1,412,859)
​
*

Effective tax rate
​
​
13.6
%  
​
21.8
%  
​
​
​
​

Net income (loss)
​
​
8,462,545
​
​
(306,844)
​
​
8,769,389
​
*

Less: Net income (loss) attributable to noncontrolling interests, net of tax
​
​
173
​
​
(712)
​
​
885
​
*

Net income (loss) attributable to EchoStar
​
$
8,462,372
​
$
(306,132)
​
$
8,768,504
​
*

* Percentage is not meaningful.
​
Interest income. “Interest income” totaled $41 million during the three months ended June 30, 2026, a decrease of $24 million compared to the same period in 2025. This decrease primarily resulted from lower average cash and marketable investment securities balances and lower percentage returns earned on our cash and marketable investment securities during the three months ended June 30, 2026. The three months ended June 30, 2026 was positively impacted by interest income resulting from the SpaceX Reimbursement of Cash Interim Debt Service Payments. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $509 million during the three months ended June 30, 2026, an increase of $230 million compared to the same period in 2025. The three months ended June 30, 2026 was negatively impacted by a $302 million decrease in capitalized interest compared to the same period in 2025 due to fewer activities that qualify for capitalization. As a result of the termination of the deployment of our 5G Network, we no longer have 5G Network activities that qualify for capitalization and as such ceased capitalizing interest on the 5G Network qualifying assets at the end of August 2025. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information. The three months ended June 30, 2026 was positively impacted by the repurchases and redemption of debt in 2026 and 2025.
​
Deconsolidation gain . “Deconsolidation gain” totaled $9.729 billion during the three months ended June 30, 2026. This amount related to the filing of the Prepackaged Chapter 11 Cases in June 2026 and the non-cash gain resulting from the Deconsolidated Subsidiaries. See Note 3 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

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

​
Other, net. “Other, net” income totaled $16 million during the three months ended June 30, 2026, a decrease of $19 million compared to the same period in 2025. The three months ended June 30, 2026 was positively impacted by $11 million in net gains on marketable and non-marketable investment securities and other. The three months ended June 30, 2025 was positively impacted by a $37 million in asset sales and other net gains, partially offset by $8 million in net losses and impairments on marketable and non-marketable investment securities.
​
Income tax (provision) benefit, net. Our income tax provision was $1.328 billion during the three months ended June 30, 2026, compared to a benefit of $85 million for the same period in 2025. The change was primarily related to an increase in “Income (loss) before income taxes” and the change in our effective tax rate during the three months ended June 30, 2026. Our effective tax rate during the three months ended June 30, 2026 was impacted by the deconsolidation of the Deconsolidated Subsidiaries . See Note 3 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

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

​
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
For the Six Months Ended 
​
​

​
​
June 30,
​
Variance

Statements of Operations Data
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
Amount
  ​ ​ ​
%

​
​
(In thousands)
​
​

Operating income (loss)
​
$
905,785
​
$
(301,540)
​
$
1,207,325
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Other Income (Expense):
​
​
​
​
​
​
​
​
​
​
​

Interest income
​
​
70,321
​
​
130,898
​
​
(60,577)
​
(46.3)

Interest expense, net of amounts capitalized
​
​
(1,101,806)
​
​
(565,287)
​
​
(536,519)
​
(94.9)

Deconsolidation gain
​
​
9,728,958
​
​
—
​
​
9,728,958
​
*

Other, net
​
​
18,636
​
​
76,527
​
​
(57,891)
​
(75.6)

Total other income (expense)
​
​
8,716,109
​
​
(357,862)
​
​
9,073,971
​
*

​
​
​
​
​
​
​
​
​
​
​
​

Income (loss) before income taxes
​
​
9,621,894
​
​
(659,402)
​
​
10,281,296
​
*

Income tax (provision) benefit, net
​
​
(1,306,649)
​
​
149,277
​
​
(1,455,926)
​
*

Effective tax rate
​
​
13.6
%  
​
22.6
%  
​
​
​
​

Net income (loss)
​
​
8,315,245
​
​
(510,125)
​
​
8,825,370
​
*

Less: Net income (loss) attributable to noncontrolling interests, net of tax
​
​
(242)
​
​
(1,324)
​
​
1,082
​
81.7

Net income (loss) attributable to EchoStar
​
$
8,315,487
​
$
(508,801)
​
$
8,824,288
​
*

* Percentage is not meaningful.
​
Interest income. “Interest income” totaled $70 million during the six months ended June 30, 2026, a decrease of $61 million compared to the same period in 2025. This decrease primarily resulted from lower average cash and marketable investment securities balances and lower percentage returns earned on our cash and marketable investment securities during the six months ended June 30, 2026. The six months ended June 30, 2026 was positively impacted by interest income resulting from the SpaceX Reimbursement of Cash Interim Debt Service Payments. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $1.102 billion during the six months ended June 30, 2026, an increase of $537 million compared to the same period in 2025. The six months ended June 30, 2026 was negatively impacted by a $610 million decrease in capitalized interest compared to the same period in 2025 due to fewer activities that qualify for capitalization. As a result of the termination of the deployment of our 5G Network, we no longer have 5G Network activities that qualify for capitalization and as such ceased capitalizing interest on the 5G Network qualifying assets at the end of August 2025. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information. The six months ended June 30, 2026 was positively impacted by the repurchases and redemption of debt in 2026 and 2025.
​
Deconsolidation gain . “Deconsolidation gain” totaled $9.729 billion during the six months ended June 30, 2026. This amount related to the filing of the Prepackaged Chapter 11 Cases in June 2026 and the non-cash gain resulting from the Deconsolidated Subsidiaries. See Note 3 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
​

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

​
Other, net. “Other, net” income totaled $19 million during the six months ended June 30, 2026, a decrease of $58 million compared to the same period in 2025. The six months ended June 30, 2026 was positively impacted by $8 million in net gains on marketable and non-marketable investment securities. The six months ended June 30, 2025 was positively impacted by a $37 million in asset sales and other net gains, $16 million in net gains on marketable and non-marketable investment securities and $11 million of early debt extinguishment gains from the repurchases of our senior secured notes.
​
Income tax (provision) benefit, net. Our income tax provision was $1.307 billion during the six months ended June 30, 2026, compared to a benefit of $149 million for the same period in 2025. The change was primarily related to an increase in “Income (loss) before income taxes” and the change in our effective tax rate during the six months ended June 30, 2026. Our effective tax rate during the six months ended June 30, 2026 was impacted by the deconsolidation of the Deconsolidated Subsidiaries. See Note 3 in the Notes to our Condensed Consolidated Financial Statements for further information.
​

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

​
Non-GAAP Performance Measures and Reconciliation
​
It is management’s intent to provide non-GAAP financial information to enhance the understanding of our financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) , and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.
​
Segment OIBDA and Adjusted OIBDA
​
Segment OIBDA and Adjusted OIBDA, which are presented below, are non-GAAP measures and do not purport to be alternatives to operating income (loss) as a measure of operating performance.
​
Segment OIBDA is calculated by adding back depreciation and amortization expense to business segments operating income (loss). See Note 12 to the Notes to our Condensed Consolidated Financial Statements for further information. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in evaluating operating performance in relation to our competitors.
​
Segment Adjusted OIBDA is calculated by adding back depreciation and amortization expense and impairments and other to business segments operating income (loss). We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments as it excludes one-time, non-cash items that we do not consider to be reflective of our ongoing operating performance.
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended June 30, 2026
  ​ ​ ​
Pay-TV
  ​ ​ ​
Wireless
  ​ ​ ​
Broadband and Satellite Services
  ​ ​ ​
Other
  ​ ​ ​
​
Eliminations
  ​ ​ ​
Consolidated Total

​
​
(In thousands)

Segment operating income (loss)
​
$
542,341
​
$
(97)
​
$
50,457
​
$
(80,472)
​
$
709
​
$
512,938

Depreciation and amortization
​
​
58,315
​
​
50,857
​
​
50,017
​
​
11,354
​
​
—
​
​
170,543

OIBDA
​
​
600,656
​
​
50,760
​
​
100,474
​
​
(69,118)
​
​
709
​
​
683,481

Impairments and other
​
​
—
​
​
—
​
​
(275)
​
​
(2,011)
​
​
—
​
​
(2,286)

Adjusted OIBDA
​
$
600,656
​
$
50,760
​
$
100,199
​
$
(71,129)
​
$
709
​
$
681,195

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

For the Three Months Ended June 30, 2025
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Segment operating income (loss)
​
$
595,552
​
$
(118,159)
​
$
(36,738)
​
$
(654,788)
​
$
725
​
$
(213,408)

Depreciation and amortization
​
​
67,825
​
​
19,250
​
​
104,437
​
​
317,713
​
​
(16,170)
​
​
493,055

OIBDA
​
​
663,377
​
​
(98,909)
​
​
67,699
​
​
(337,075)
​
​
(15,445)
​
​
279,647

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

Adjusted OIBDA
​
$
663,377
​
$
(98,909)
​
$
67,699
​
$
(337,075)
​
$
(15,445)
​
$
279,647

​
​

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

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Six Months Ended June 30, 2026
  ​ ​ ​
Pay-TV
  ​ ​ ​
Wireless
  ​ ​ ​
Broadband and Satellite Services
  ​ ​ ​
Other
  ​ ​ ​
​
Eliminations
  ​ ​ ​
Consolidated

​
​
(In thousands)

Segment operating income (loss)
​
$
1,013,908
​
$
(35,879)
​
$
94,641
​
$
(167,767)
​
$
882
​
$
905,785

Depreciation and amortization
​
​
114,181
​
​
100,356
​
​
99,957
​
​
22,659
​
​
(9)
​
​
337,144

OIBDA
​
​
1,128,089
​
​
64,477
​
​
194,598
​
​
(145,108)
​
​
873
​
​
1,242,929

Impairments and other
​
​
—
​
​
—
​
​
(275)
​
​
(68,170)
​
​
—
​
​
(68,445)

Adjusted OIBDA
​
$
1,128,089
​
$
64,477
​
$
194,323
​
$
(213,278)
​
$
873
​
$
1,174,484

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

For the Six Months Ended June 30, 2025
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Segment operating income (loss)
​
$
1,248,982
​
$
(212,053)
​
$
(55,933)
​
$
(1,283,198)
​
$
662
​
$
(301,540)

Depreciation and amortization
​
​
144,268
​
​
39,437
​
​
209,335
​
​
621,642
​
​
(33,294)
​
​
981,388

OIBDA
​
​
1,393,250
​
​
(172,616)
​
​
153,402
​
​
(661,556)
​
​
(32,632)
​
​
679,848

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

Adjusted OIBDA
​
$
1,393,250
​
$
(172,616)
​
$
153,402
​
$
(661,556)
​
$
(32,632)
​
$
679,848

​
The changes in OIBDA and Adjusted OIBDA during the three and six months ended June 30, 2026, compared to the same period in 2025, were primarily a result of the factors described in connection with operating revenues and operating expenses.
​

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

GUARANTOR FINANCIAL INFORMATION
​
Our senior secured notes, consisting of our 10 3/4% Senior Secured Notes due 2029 and 6 3/4% Senior Secured Notes due 2030 and our 3 7/8% Convertible Secured Notes due 2030 (together, the “EchoStar Notes”), are jointly and severally guaranteed on a senior secured basis by certain of our wholly-owned subsidiaries (the “Guarantors”). The Guarantors consist of, Northstar Wireless, L.L.C., SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. (the “Spectrum Assets Guarantors”) and Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. the (“Equity Pledge Guarantors”).
​
Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee the EchoStar Notes. The guarantee of the Guarantors will be discharged and released in accordance with the terms of the applicable indenture. The rights of holders of the EchoStar Notes against the Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law.
​
Each entity in the summarized combined financial information follows the same accounting policies as described in our condensed consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis and is derived from EchoStar’s condensed consolidated financial statements; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.
​
As a result of the RSA in the first quarter of 2026, the combined obligor group of the EchoStar Notes includes certain amounts previously not included.
​
The summarized balance sheet information for the combined obligor group of the EchoStar Notes is presented in the table below.
​
​

​

​

​

​

​

​

​
​
As of

​
​
June 30,
​
December 31,

​
​
2026
​
2025

​
​
(In thousands)

Current assets
  ​ ​ ​
$
2,122,638
​
$
2,913,656

Noncurrent assets
​
​
12,391,250
​
​
12,386,980

Current liabilities
​
​
408,549
​
​
380,977

Noncurrent liabilities
​
​
10,509,302
​
​
9,382,826

Due from non-guarantors
​
​
1,966,292
​
​
1,378,026

​
​

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

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

​

​

​

​
​
For the Six Months Ended 

​
​
June 30, 2026

​
​
(In thousands)

Total revenues
  ​ ​ ​
$
331

Operating income (loss)
​
​
(58,331)

Net income (loss)
​
​
(350,372)

​
LIQUIDITY AND CAPITAL RESOURCES
​
Cash, Cash Equivalents, Current Restricted Cash and Cash Equivalents and Current Marketable Investment Securities
​
We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. See Note 6 in the Notes to our Condensed Consolidated Financial Statements for further information regarding our current restricted cash and cash equivalents and marketable investment securities. As of June 30, 2026, our cash, cash equivalents, current restricted cash and cash equivalents, and current marketable investment securities totaled $1.552 billion compared to $3.160 billion as of December 31, 2025, a decrease of $1.608 billion. This decrease in cash, cash equivalents, current restricted cash and cash equivalents and current marketable investment securities primarily resulted from the redemption of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 of $1.787 billion, cash divested from the Deconsolidated Entities of $363 million and capital expenditures of $226 million (including capitalized interest related to regulatory authorizations), partially offset by the $414 million SpaceX Reimbursement of Cash Interim Debt Service Payments and cash generated from operating activities of $228 million. Cash divested from the Deconsolidated Entities of $363 million included approximately $123 million of noncurrent restricted cash.
​
Cash Flow
​
The following discussion highlights our cash flow activities during the six months ended June 30, 2026.
​
Cash flows from operating activities
​
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, “Net cash flows from operating activities” was impacted by the timing difference between book expense and cash payments, including income taxes, cash interest payments and other working capital changes.
​
Cash flows from investing activities
​
For the 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).
​

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

​
Cash flows from financing activities
​
For the six months ended June 30, 2026, we reported outflows from “Net cash flows from financing activities” of $1.779 billion primarily related to the redemption of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 of $1.787 billion.
​
Free Cash Flow 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 and for certain other activities.
​
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-time cash inflow associated with the SpaceX Transactions, it is directly linked to our operations as it reimburses us for historical operating cash outflows, specifically, interest payments we previously funded.
​
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 flows from operating activities.”
​
Free cash flow can be significantly impacted from period to period by changes in “Net income (loss)” adjusted to exclude certain non-cash charges, operating assets and liabilities, “Purchases of property and equipment” and “Capitalized interest related to regulatory authorizations.” These items are shown in the “Net cash flows from operating activities” and “Net cash flows from investing activities” sections on our Condensed Consolidated Statements of Cash Flows included herein. Operating asset and liability balances can fluctuate significantly from period to period and there can be no assurance that free cash flow will not be negatively impacted by material changes in operating assets and liabilities in future periods, since these changes depend upon, among other things, management’s timing of payments and control of inventory levels, and cash receipts. In addition to fluctuations resulting from changes in operating assets and liabilities, free cash flow can vary significantly from period to period depending upon, among other things, subscriber additions (losses), service revenue, subscriber churn, subscriber acquisition and retention costs including amounts capitalized under our equipment lease programs for DISH TV subscribers, operating efficiencies, increases or decreases in purchases of property and equipment, expenditures related to our Hybrid MNO network, cash interest payments and other factors and historical expenditures for our 5G Network.
​

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

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

​

​

​

​

​

​

​
​
For the Six Months Ended 

​
​
June 30,

​
  ​ ​ ​
2026
  ​ ​ ​
2025

​
​
(In thousands)

Net cash flows from operating activities
  ​ ​ ​
$
228,324
​
$
214,267

Purchases of property and equipment (including capitalized interest related to regulatory authorizations)
​
​
(225,734)
​
​
(1,125,385)

Free cash flow
​
​
2,590
​
​
(911,118)

SpaceX Reimbursement of Cash Interim Debt Service Payments
​
​
413,663
​
​
—

Adjusted free cash flow
​
$
416,253
​
$
(911,118)

​
​
​
​
​
​
​

​
Operational Liquidity
​
We make general investments in property such as, among others, satellites, wireless devices, set-top boxes, information technology and facilities that support our businesses. For some of these investments, changes in trade policies, including, but not limited to, tariffs and other restrictions, could increase, among other things, our costs, disrupt our supply chain and negatively affect our business, operations and financial condition.
​
Prospectively, beginning in the third quarter of 2026, our results of operations will be materially different as we will no longer have the operations of the DISH DBS Deconsolidated Subsidiaries or the DISH Wireless Filing Entities, which represent the entirety of our Pay-TV segment and substantially all of our expenses for the Other segment, respectively, which will impact our operational liquidity. 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 and reconsolidate those subsidiaries at that time based on the associated fair value of their assets and liabilities. Upon reconsolidation, the DISH DBS Deconsolidated Subsidiaries results of operations will be included in our results of operations.
​
Since we are primarily a subscriber-based company, we make subscriber-specific investments to acquire new subscribers and retain existing subscribers. While the general investments may be deferred without impacting the business in the short-term, the subscriber-specific investments are less discretionary. Our overall objective is to generate sufficient cash flow over the life of each subscriber to provide an adequate return against the upfront investment. Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment.
​
There are a number of factors that impact our future cash flow compared to the cash flow we generate at a given point in time.  The first factor is our churn rate and how successful we are at retaining our current subscribers.  To the extent we lose subscribers from our existing base, the positive cash flow from that base is correspondingly reduced.  The second factor is how successful we are at maintaining our service margins. To the extent our “Cost of services” grow faster than our “Service revenue,” the amount of cash flow that is generated per existing subscriber is reduced.  Our Pay-TV service margins have been reduced by, among other things, higher programming costs. Our Wireless service margins are impacted by, among other things, our MNSA agreement with T-Mobile and our NSA agreement with AT&T and the speed with which we are able to transition Wireless subscribers to our Hybrid MNO network.  The third factor is the rate at which we acquire new Pay-TV, Wireless and Broadband subscribers.  The faster we acquire new subscribers, the more our positive ongoing cash flow from existing subscribers is offset by the negative upfront cash flow associated with acquiring new subscribers. Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period. 

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

​
Finally, our future cash flow is impacted by, among other things, the rate at which we incur litigation expense, make cash interest payments, participate in FCC wireless spectrum auctions, settle contractual obligations and any cash flow from financing activities. We expect our capital expenditures (including capitalized interest) to continue to decrease during 2026. As a result, our historical cash flow is not necessarily indicative of our future cash flows. In addition, declines in our subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines for some if not all of our segments will not continue.
​
Beginning on  October 1, 2025 , and ending at the close of business on  June 30, 2026, our 3 7/8% Convertible Secured Notes due 2030 are convertible, at the option of the holders. These notes are convertible, at our election, into cash, a total of approximately 58 million shares of our Class A common stock, or a combination thereof. These notes may continue to be convertible in future periods and determination of convertibility is calculated quarterly based on, among other things, the trading price of our Class A common stock. See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Subscriber Base – Pay TV, Wireless and Broadband and Satellite Services Segments
​
See “Results of Operations” above for further information.
​
Subscriber Acquisition and Retention Costs
​
We incur significant upfront costs to acquire Pay-TV, Wireless and Broadband subscribers, including, but not limited to, advertising, independent third-party retailer incentives, payments made to third parties, equipment and wireless device subsidies, installation services and/or new customer promotions. While we attempt to recoup these upfront costs over the lives of their subscription, there can be no assurance that we will be successful in achieving that objective. We employ certain business rules for acquiring subscribers, including, but not limited to, minimum credit requirements, identity verification and contractual commitments. We strive to provide outstanding customer service to increase the likelihood of customers keeping their service over longer periods of time. Our subscriber acquisition costs may vary significantly from period to period.
​
We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers, and by providing retention credits. As with our subscriber acquisition costs, our retention upgrade spending includes the cost of equipment and installation services. In certain circumstances, we also offer programming at no additional charge and/or promotional pricing for limited periods to existing customers in exchange for a contractual commitment to receive service for a minimum term. A component of our retention efforts includes the installation of equipment for customers who move. Retention costs for Wireless subscribers are primarily related to promotional pricing on upgraded wireless devices for qualified existing subscribers and promotional credits. Our DISH TV and Wireless subscriber retention costs may vary significantly from period to period.
​
Seasonality
​
Historically, the first half of the year generally produces fewer gross new DISH TV subscriber activations than the second half of the year, as is typical in the pay-TV industry. In addition, the first and fourth quarters generally produce a lower DISH TV churn rate than the second and third quarters. However, in recent years, as the pay-TV industry has matured, we and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. As a result, historical trends in seasonality described above may not be indicative of future trends.
​

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

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

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

​
DISH Network
​
The indentures related to our outstanding DISH Network senior secured notes contain restrictive covenants that, among other things, impose limitations on our ability and certain of our subsidiaries to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on our capital stock or repurchase our capital stock; (iv) make certain investments of spectrum collateral; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets.
​
Should we fail to comply with these covenants, all or a portion of the debt under the senior notes, senior secured notes and our other long-term debt could become immediately payable. The senior notes and senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the Convertible Notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their Convertible Notes. As of the date of filing of this Quarterly Report on Form 10-Q, we and DISH Network were in compliance with the covenants and restrictions related to our respective long-term debt.
​
Hughes Satellite Systems Corporation
​
The indentures related to our outstanding senior notes issued by Hughes Satellite Systems Corporation (“HSSC”) contain restrictive covenants that impose limitations on the ability of HSSC and its restricted subsidiaries to, among other things,: (i) incur additional indebtedness; (ii) pay dividends or make distributions on HSSC’s capital stock or repurchase HSSC’s capital stock; (iii) allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. As of the date of filing of this Quarterly Report on Form 10-Q, we and HSSC were in compliance with the covenants and restrictions related to our respective long-term debt.
​
Other
​
We are also vulnerable to fraud, particularly in the acquisition of new subscribers, which includes the sale of wireless devices. While we are addressing the impact of subscriber fraud through a number of actions, there can be no assurance that we will not continue to experience fraud or that any fraud we have experienced does not accelerate, which could impact our subscriber growth and churn. Economic weakness may create greater incentive for signal theft, piracy and subscriber fraud, which could lead to higher subscriber churn and reduced revenue.
​
Obligations and Future Capital Requirements
​
Contractual Obligations
​
See Note 11 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
Future Capital Requirements
​
We expect to fund our future working capital, capital expenditures, other investments and debt service requirements for the next twelve months from cash generated from operations, existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Closing and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.

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

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 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 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.
​
The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies, depending on, among other things, and the rate at which we acquire new subscribers and the cost of subscriber acquisition and retention. Certain of our capital expenditures for 2026 are expected to be driven by costs associated with our Hybrid MNO network and subscriber premises equipment. These expenditures are necessary for our Hybrid MNO network as well as to operate and maintain our DISH TV services. Consequently, we consider certain of them to be non-discretionary.
​
Our capital expenditures vary depending on, among other things, the number of satellites leased or under construction at any point in time and could increase materially as a result of increased competition, significant satellite failures or economic weakness and uncertainty. Our DISH TV and Broadband subscriber bases have been declining and there can be no assurance that both subscriber bases will not continue to decline and that the pace of such decline will not accelerate. In the event that our DISH TV and Broadband subscriber bases continues to decline, it will have a material adverse long-term effect on our cash flow.
​
Volatility in the financial markets has made it more difficult at times for issuers of high-yield indebtedness, such as us, to access capital markets at favorable terms or at all . These developments may have a significant effect on our cost of financing and our liquidity position.
​
Availability of Credit and Effect on Liquidity
​
The ability to raise capital has generally existed for us despite economic weakness and uncertainty. While modest fluctuations in the cost of capital will not likely impact our current operational plans, significant fluctuations could have a material adverse effect on our business, results of operations and financial condition.
​
Debt Issuances and Maturities
​
Maturities
​
5   1/4% Senior Secured Notes due 2026. During the year ended December 31, 2025, we repurchased approximately $123 million of our 5 1/4% Senior Secured Notes due 2026 in open market trades. The remaining balance of approximately $627 million matures on August 1, 2026. The issuer of the 5 1/4% Senior Secured Notes due 2026, our subsidiary Hughes Satellite Systems Corporation (“HSSC”), does not currently have the necessary cash and cash equivalents and marketable investment securities and/or projected future cash flows or committed financing to fund this obligation. HSSC will need to raise additional capital, refinance and/or restructure all or a portion of such obligation prior to maturity, which may not be available on favorable terms or at all. In addition, we may or may not provide additional liquidity to HSSC in the future necessary to meet this obligation.
​

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

​
6 5/8% Unsecured Senior Notes due 2026. Our 6 5/8% Unsecured Senior Notes due 2026 with a principal balance of approximately $750 million mature on August 1, 2026. The issuer of the 6 5/8% Unsecured Senior Notes due 2026, our subsidiary HSSC, does not currently have the necessary cash and cash equivalents and marketable investment securities and/or projected future cash flows or committed financing to fund this obligation. HSSC will need to raise additional capital, refinance and/or restructure all or a portion of such obligation prior to maturity, which may not be available on favorable terms or at all. In addition, we may or may not provide additional liquidity to HSSC in the future necessary to meet this obligation.
​
3 3/8% Convertible Notes due 2026. Our 3 3/8% Convertible Notes due 2026 with a principal balance of approximately $45 million matures on August 15, 2026. We expect to fund this obligation from existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.
​
Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029. During the six months ended June 30, 2026, we repaid approximately $202 million of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029. On March 16, 2026, we prepaid without penalty, the remaining balance of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 totaling approximately $1.6 billion.
​
DISH 2021 Intercompany Loan 2028 Tranche . 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.
​
11 3/4% Senior Secured Notes due 2027. On July 28, 2026, concurrently with the AT&T Closing, the aggregate principal balance of $3.5 billion for the DISH Network 11 3/4% Senior Secured Notes due 2027 were redeemed in full.
​
New Accounting Pronouncements
See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
​
​

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
​
There have been no material changes in our market risk during the three months ended June 30, 2026. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025.
​
Item 4. CONTROLS AND PROCEDURES
​
Conclusion regarding disclosure controls and procedures
​
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
​
Changes in internal control over financial reporting
​
Effective June 30, 2026, our control environment was modified in response to our subsidiary, DISH DBS Corporation and certain of its subsidiaries (“DISH DBS Filing Entities”), including DISH Wireless L.L.C. and its subsidiaries (the “DISH Wireless Filing Entities,” and together with DISH DBS Filing Entities, the “Filing Entities”), having commenced voluntary cases under chapter 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") that restructures certain liabilities of the DISH DBS Filing Entities and DISH Wireless Filing Entities.
​
We removed internal control activities unique to the operational environments of the Filing Entities from the scope of our integrated controls. 
​
To address the resulting incremental financial reporting risks and ensure completeness and accuracy of our financial statements, management designed and implemented the following incremental internal controls as of June 30, 2026:

● Financial Reporting and Deconsolidation Controls: Established hard close procedures on the petition date, assessing reporting entity boundaries for proper deconsolidation. These controls include specific review mechanisms to verify the mathematical accuracy of deconsolidation gain or loss calculations by derecognizing all assets, liabilities, including the fair value of the retained interest of the Filing Entities.

Apart from the modifications described above regarding the deconsolidation of the Filing Entities, no other changes occurred in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting
​
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
​
See Note 11 “ Commitments and Contingencies – Contingencies – Litigation ” in the Notes to our Condensed Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.
​
​

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​

Item 1A. RISK FACTORS
​
Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
​
We are subject to risks and uncertainties associated with the Chapter 11 bankruptcy proceedings of certain of our subsidiaries.
​
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 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") that restructures certain liabilities of DISH DBS and DISH Wireless. The Plan implements the terms of a Restructuring Support Agreement (the “RSA”) entered into on March 19, 2026 with creditors now holding more than 88% of DISH DBS’s secured and unsecured notes. Confirmation of the Prepackaged Chapter 11 Plan, the timing of emergence and consummation of the restructuring remain subject to approval by the Bankruptcy Court and satisfaction of applicable conditions. EchoStar Corporation is not a debtor in the Prepackaged Chapter 11 Cases, and certain subsidiaries and operating brands are not included in the proceedings. Nevertheless, the Prepackaged Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations, liquidity and prospects.
​
These specific risks include, but are not limited to, the following:
​
● Prepackaged Chapter 11 Plan confirmation, timing and execution risks: Although the Prepackaged Chapter 11 Plan has significant creditor support, the bankruptcy court must confirm the Prepackaged Chapter 11 Plan before the restructuring can be consummated. Objections by minority creditors, disputes regarding the Prepackaged Chapter 11 Plan or RSA, failure to satisfy conditions to confirmation or effectiveness, appeals or other legal or procedural developments could delay or prevent emergence from chapter 11 on a timely basis or at all, which would exacerbate the risks described below.
● Potential parent-level claims and financial exposure: Although the Prepackaged Chapter 11 Cases are limited to DISH DBS, DISH Wireless and certain of their subsidiaries, and EchoStar Corporation is not a debtor, certain creditors have asserted and may in the future assert claims or causes of action against, have sought and may in the future seek recovery from, or otherwise attempt to impose liability on EchoStar or its non-debtor subsidiaries, whether or not the Prepackaged Chapter 11 Plan is confirmed. If any such claims are successful, our business, financial condition and liquidity could be materially adversely impacted.
● Operational, asset and counterparty risks: The Prepackaged Chapter 11 Cases are intended to facilitate a rapid and orderly transition of the legacy DISH Wireless business infrastructure, including decommissioning of our facilities-based 5G network. Certain creditors’ claims in the Prepackaged Chapter 11 Cases may adversely affect our ability to preserve, transfer, monetize or otherwise realize value from assets held by debtor subsidiaries. During the pendency of the Prepackaged Chapter 11 Cases, our use of the property of the Subsidiary Filers outside the ordinary course of business will require approval by the Bankruptcy Court, which could adversely impact our flexibility in operating certain of our businesses.
​

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​

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 Prepackaged Chapter 11 Cases could be higher than anticipated.
● 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.
● Deconsolidation Risks . As a result of the Prepackaged Chapter 11 Cases, we have deconsolidated the Deconsolidated Subsidiaries effective June 30, 2026. Beginning with the third quarter of 2026, the operating results of the Deconsolidated Subsidiaries, which constitute our Pay-TV business and substantially all of our expenses for our Other segment, will no longer be included in our consolidated results of operations. Our reported results will be materially different than in prior periods, and comparisons with our historical financial performance will be more difficult.
​
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
​
Issuer Purchases of Equity Securities
​
Stock Repurchase Program
​
The following table provides information regarding repurchases of our Class A common stock from April 1, 2026 through June 30, 2026:
​
​

​

​

​

​

​

​

​

​

​

​

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

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

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

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

Period
  ​ ​ ​
Purchased
  ​ ​ ​
per Share
  ​ ​ ​
Programs
  ​ ​ ​
Programs (1)

​
​
(In thousands, except share data)

April 1, 2026 - April 30, 2026
​
—
​
$
—
​
—
​
$
2,000,000

May 1, 2026 - May 31, 2026
​
—
​
$
—
​
—
​
$
2,000,000

June 1, 2026 - June 30, 2026
​
—
​
$
—
​
—
​
$
2,000,000

Total
​
—
​
$
—
​
—
​
$
2,000,000

(1) Our Board of Directors previously authorized stock repurchases of up to $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. On July 30, 2026, our Board of Directors extended the plan such that we are currently authorized to repurchase up to $5.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors.
​
​

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​

​
Item 5. OTHER INFORMATION
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10b5-1 Trading Arrangements
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N o n e of the Company’s directors or Section 16 officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
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Item 6. EXHIBITS
Exhibits.
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TEST

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10.1*
Trust Agreement (Wireless Creditor Trust), dated as of June 26, 2026, by and between EchoStar Corporation (on behalf of itself and its subsidiaries and affiliates) and The Bank of New York Mellon, as trustee (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of EchoStar Corporation filed July 28, 2026).  

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22 ◻
List of Subsidiary Guarantors

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31.1 ◻
Section 302 Certification of Chief Executive Officer.

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31.2 ◻
Section 302 Certification of Chief Financial Officer.

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32.1 ◻
Section 906 Certification of Chief Executive Officer.

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32.2 ◻
Section 906 Certification of Chief Financial Officer.

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101 ◻
The following materials from the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended June 30, 2026 filed on August 3, 2026 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements.

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

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

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Table of Contents

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

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By:
/s/ Charles W. Ergen

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Charles W. Ergen

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

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By:
/s/ Paul W. Orban

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Paul W. Orban

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

Date: August 3, 2026
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