EchoStar (SATS) flags going concern as huge AT&T and SpaceX spectrum deals loom
EchoStar Corporation reported a first-quarter 2026 net loss of $146.9 million, or $0.51 per share, on revenue of $3.67 billion, down from $3.87 billion a year earlier. Despite lower revenue, operating income swung to a $392.8 million profit from a prior-period loss, helped by sharply reduced depreciation and an impairment credit.
Cash on hand, including marketable investment securities, was $1.52 billion as of March 31, 2026, against $41.38 billion of total assets and $35.70 billion of total liabilities. Principal debt outstanding totaled about $24.56 billion, with $2.0 billion of 7 3/4% Senior Notes, $1.38 billion of additional 2026 notes and $2.75 billion of 5 1/4% Senior Secured Notes all maturing in 2026.
The company has agreed to sell 3.45–3.55 GHz and 600 MHz spectrum and extend certain leases to AT&T for $22.65 billion in cash, and to sell AWS-4, H-Block and AWS-3 spectrum to SpaceX for total consideration of approximately $22 billion, including about $20 billion at the Spectrum Acquisition Closing and roughly $2 billion of interim debt service support. Proceeds are expected to repay multiple secured and convertible notes.
EchoStar also entered a Restructuring Support Agreement with an ad hoc group holding over 82% of DISH DBS debt, prepaid about $1.6 billion of a term loan and preferred shares, extinguished or repaid several intercompany loans, and recorded a $125 million RSA settlement cost. However, because these large spectrum transactions are subject to regulatory and other approvals and have not yet closed, and given potential AWS-3 re-auction payments up to $2.921 billion, management states that substantial doubt exists about the company’s ability to continue as a going concern.
Positive
- None.
Negative
- Going concern uncertainty: EchoStar states substantial doubt about its ability to continue as a going concern, citing insufficient current cash and uncommitted financing to cover large 2026 debt maturities and potential AWS-3 re-auction payments absent completion of the AT&T and SpaceX transactions.
Insights
High leverage, tight liquidity and pending spectrum deals create elevated credit risk.
EchoStar shows $24.56 billion of principal debt against $1.52 billion of cash and investments as of March 31, 2026. Near-term maturities are heavy, with $2.0 billion of 7 3/4% Senior Notes, $1.377 billion of 2026 notes and $2.75 billion of 5 1/4% Senior Secured Notes all due in 2026.
The company has signed large asset-sale agreements: a $22.650 billion spectrum and lease transaction with AT&T and approximately $22 billion of consideration from SpaceX-related spectrum sales and interim debt service. These are intended to retire multiple secured and convertible notes and reshape the balance sheet.
However, both AT&T and SpaceX transactions depend on regulatory and other customary approvals. Until closing, funding is not committed, and the company explicitly discloses that substantial doubt exists about its ability to continue as a going concern for at least twelve months from issuance of the financial statements. Investors will look to future periods, including the expected first-half 2026 closing of the AT&T deal and the planned November 30, 2027 SpaceX Spectrum Acquisition Closing, for confirmation that these de-leveraging steps are completed.
Key Figures
Key Terms
going concern financial
Restructuring Support Agreement financial
Senior Secured Notes financial
Convertible Secured Notes financial
Interim Debt Service financial
Auction 113 financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
OR
FOR THE TRANSITION PERIOD FROM TO .
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Accelerated filer ☐ | |
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Non-accelerated filer ☐ | Smaller reporting company |
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of April 30, 2026, the registrant’s outstanding common stock consisted of
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TABLE OF CONTENTS
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| PART I — FINANCIAL INFORMATION | |
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| Disclosure Regarding Forward-Looking Statements | i |
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Item 1. | Financial Statements | 1 |
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| Condensed Consolidated Balance Sheets | 1 |
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| Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | 2 |
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| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 3 |
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| Condensed Consolidated Statements of Cash Flows | 4 |
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| Notes to Condensed Consolidated Financial Statements | 5 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 69 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 109 |
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Item 4. | Controls and Procedures | 109 |
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PART II — OTHER INFORMATION | | |
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Item 1. | Legal Proceedings | 109 |
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Item 1A. | Risk Factors | 109 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 110 |
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Item 3. | Defaults Upon Senior Securities | None |
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Item 4. | Mine Safety Disclosures | None |
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Item 5. | Other Information | 110 |
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Item 6. | Exhibits | 111 |
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| Signatures | 112 |
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PART I — FINANCIAL INFORMATION
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Unless otherwise required by the context, in this report, the words “EchoStar,” the “Company,” “we,” “our” and “us” refer to EchoStar Corporation and its subsidiaries, “DISH Network” refers to DISH Network Corporation, our wholly owned subsidiary, and its subsidiaries, and “DISH DBS” refers to DISH DBS Corporation, a wholly-owned, indirect subsidiary of DISH Network, and its subsidiaries.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, our estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, those summarized below:
SUMMARY OF RISK FACTORS
Risks Relating to Pending Transactions
| ● | The timing and closing of the AT&T Transactions and SpaceX Transactions are not certain, and are subject to certain conditions, some of which we cannot control, which could result in the AT&T Transactions or SpaceX Transactions, respectively, not being completed or being completed later than we expect, which could have a material adverse impact on our expected leverage and available cash-on-hand, as well as costs and revenues, or otherwise reduce the anticipated benefits of the AT&T Transactions and SpaceX Transactions, respectively. |
Risks Related to Our Potential Investment in SpaceX
| ● | Investor expectations regarding our potential investment in SpaceX may be currently influencing our stock price, and, if so, any adverse developments relating to SpaceX, changes in market perception of SpaceX or failure to complete the SpaceX Transaction could materially and negatively impact the market price of our Class A common stock. |
Competition and Economic Risks
| ● | We face intense and increasing competition from providers of video, broadband and/or wireless services. Changing consumer behavior and new technologies in our Pay-TV and/or Wireless business may reduce our subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us. |
| ● | We face certain risks competing in the wireless services industry and operating a facilities-based wireless services business. |
| ● | Our pay-TV competitors may be able to leverage their relationships with programmers to reduce their programming costs and/or offer exclusive content that will place them at a competitive advantage to us. |
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| ● | Through the MNSA and the NSA, we depend on T-Mobile and AT&T to provide network services to our Wireless subscribers. Our failure to effectively manage these relationships, including without limitation, our minimum commitments, any system failure in their wireless networks, interruption in the services provided to us and/or the termination of the MNSA or the NSA could have a material adverse effect on our business, financial condition and results of operations. |
| ● | We compete with the MNOs whose networks we partially rely on to provide wireless services to our customers, and they may seek to limit, reduce or terminate our network access to the extent that it becomes competitively advantageous to do so. |
| ● | If we are unable to take advantage of technological developments on a timely basis, or at all, we may experience a decline in demand for our services or face challenges in implementing or evolving our business strategy. |
Operational and Service Delivery Risks
| ● | Any deterioration in our operational performance, subscriber activations and churn rate and subscriber satisfaction could adversely affect our business, financial condition and results of operations. |
| ● | We depend on others to provide the programming that we offer to our Pay-TV subscribers and, if we fail to obtain or lose access to certain programming, our Pay-TV subscriber activations and our subscriber churn rate may be negatively impacted. |
| ● | We have limited satellite capacity and any failures or reduced capacity, caused by, among other things, operational and environmental risks, could adversely affect our business, financial condition and results of operations. |
| ● | Extreme weather may result in risk of damage to our infrastructure and therefore our ability to provide services, and may lead to changes in federal, state and foreign government regulation, all of which could materially and adversely affect our business, results of operations and financial condition. |
| ● | We rely on a single vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business. |
| ● | Changes in trade policies, including, but not limited to, tariffs and other restrictions, could, among other things, increase our costs, disrupt our supply chain and negatively affect our business, operations and financial condition. |
| ● | We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations. |
Risks Related to our Human Capital
| ● | We rely on highly skilled personnel for our business, and any inability to hire and retain key personnel or to hire qualified personnel may negatively affect our business, financial condition and results of operations. |
| ● | Our business growth and customer retention strategies rely in part on the work of technically skilled employees. |
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Risks Related to our Products and Technology
| ● | Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others. |
| ● | We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property. |
| ● | If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue. |
Risks Related to Cybersecurity
| ● | We have experienced and may experience in the future consistent cyber-attacks and attempts to gain unauthorized access to our systems and any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations could disrupt or harm our business. |
| ● | The confidentiality, integrity and availability of our services and products depends on the continuing operation of our information technology and other enabling systems. |
Acquisition and Capital Structure Risks
| ● | We, and certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our, and certain of our subsidiaries, ability to continue as a going concern. |
| ● | We have substantial debt outstanding and may incur additional debt, and covenants in our Indentures could limit our ability to undertake certain types of activities and adversely affect our liquidity. |
| ● | We have made substantial investments to acquire certain wireless spectrum licenses and other related assets, and may be unable to realize a return on these assets. |
| ● | We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment in these acquisitions and transactions. |
| ● | We will need additional capital, which may not be available on favorable terms or at all, to fund current obligations, to continue investing in our business and to finance acquisitions and other strategic transactions. |
| ● | We are controlled by one principal stockholder who is our Chairman, President and Chief Executive Officer. |
Risks Related to the Regulation of Our Business
| ● | Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted. |
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Other factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K (the “10-K”) filed with the Securities and Exchange Commission (“SEC”), those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the 10-K and those discussed in other documents we file with the SEC. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and we expressly disclaim any obligation to update these forward-looking statements.
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Item 1. FINANCIAL STATEMENTS
ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
(Unaudited)
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
Assets | | | | | | |
Current Assets: | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Current restricted cash, cash equivalents and marketable investment securities (Note 5) | | | — | | | |
Marketable investment securities | | | | | | |
Trade accounts receivable, net of allowance for credit losses of $ | | | | | | |
Inventory | | | | | | |
Prepaids and other assets | | | | | | |
Other current assets | | | | | | |
Total current assets | | | | | | |
| | | | | | |
Noncurrent Assets: | | | | | | |
Restricted cash, cash equivalents and marketable investment securities | | | | | | |
Property and equipment, net | | | | | | |
Regulatory authorizations, net | | | | | | |
Other investments, net | | | | | | |
Operating lease assets | | | | | | |
Intangible assets, net | | | | | | |
Other noncurrent assets, net | | | | | | |
Total noncurrent assets | | | | | | |
Total assets | | $ | | | $ | |
| | | | | | |
Liabilities and Stockholders’ Equity (Deficit) | | | | | | |
Current Liabilities: | | | | | | |
Trade accounts payable | | $ | | | $ | |
Deferred revenue and other | | | | | | |
Accrued programming | | | | | | |
Accrued interest | | | | | | |
Other accrued expenses and liabilities | | | | | | |
Current portion of debt, finance lease and other obligations (Note 9) | | | | | | |
Total current liabilities | | | | | | |
| | | | | | |
Long-Term Obligations, Net of Current Portion: | | | | | | |
Long-term debt, finance lease and other obligations, net of current portion (Note 9) | | | | | | |
Deferred tax liabilities, net | | | | | | |
Operating lease liabilities | | | | | | |
Long-term deferred revenue and other long-term liabilities | | | | | | |
Total long-term obligations, net of current portion | | | | | | |
Total liabilities | | | | | | |
| | | | | | |
Commitments and Contingencies (Note 10) | | | | | | |
| | | | | | |
Stockholders’ Equity (Deficit): | | | | | | |
Class A common stock, $ | | | | | | |
Class B common stock, $ | | | | | | |
Additional paid-in capital | | | | | | |
Accumulated other comprehensive income (loss) | | | ( | | | ( |
Accumulated earnings (deficit) | | | ( | | | ( |
Treasury stock, at cost, | | | ( | | | ( |
Total EchoStar stockholders’ equity (deficit) | | | | | | |
Noncontrolling interests | | | | | | |
Total stockholders’ equity (deficit) | | | | | | |
Total liabilities and stockholders’ equity (deficit) | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands, except per share amounts)
(Unaudited)
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Revenue: | | | | | | |
Service revenue | | $ | | | $ | |
Equipment sales and other revenue | | | | | | |
Total revenue | | | | | | |
| | | | | | |
Costs and Expenses (exclusive of depreciation and amortization): | | | | | | |
Cost of services | | | | | | |
Cost of sales - equipment and other | | | | | | |
Selling, general and administrative expenses | | | | | | |
Depreciation and amortization | | | | | | |
Impairments and other | | | ( | | | — |
Total costs and expenses | | | | | | |
| | | | | | |
Operating income (loss) | | | | | | ( |
| | | | | | |
Other Income (Expense): | | | | | | |
Interest income | | | | | | |
Interest expense, net of amounts capitalized (Note 2) | | | ( | | | ( |
Other, net (Note 5) | | | | | | |
Total other income (expense) | | | ( | | | ( |
| | | | | | |
Income (loss) before income taxes | | | ( | | | ( |
Income tax (provision) benefit, net | | | | | | |
Net income (loss) | | | ( | | | ( |
Less: Net income (loss) attributable to noncontrolling interests, net of tax | | | ( | | | ( |
Net income (loss) attributable to EchoStar | | $ | ( | | $ | ( |
| | | | | | |
Weighted-average common shares outstanding - Class A and B common stock: | | | | | | |
Basic | | | | | | |
Diluted | | | | | | |
| | | | | | |
Earnings per share - Class A and B common stock: | | | | | | |
Basic net income (loss) per share attributable to EchoStar | | $ | ( | | $ | ( |
Diluted net income (loss) per share attributable to EchoStar | | $ | ( | | $ | ( |
| | | | | | |
Comprehensive Income (Loss): | | | | | | |
Net income (loss) | | $ | ( | | $ | ( |
Other comprehensive income (loss): | | | | | | |
Foreign currency translation adjustments | | | | | | |
Unrealized holding gains (losses) on available-for-sale debt securities | | | ( | | | ( |
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss) | | | | | | |
Deferred income tax (expense) benefit, net | | | ( | | | |
Total other comprehensive income (loss), net of tax | | | | | | |
Comprehensive income (loss) | | | ( | | | ( |
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax | | | ( | | | |
Comprehensive income (loss) attributable to EchoStar | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Accumulated | | | | | | | | | | | | | |
| | Class A and B | | Additional | | Other | | Accumulated | | | | | | | | | |||||
| | Common | | Paid-In | | Comprehensive | | Earnings | | Treasury | | Noncontrolling | | | | ||||||
| | Stock | | Capital | | Income (Loss) | | (Deficit) | | Stock | | Interests | | Total | |||||||
Balance, December 31, 2024 | | $ | | | $ | | | $ | ( | | $ | | | $ | — | | $ | | | $ | |
Issuance of Class A common stock | | | — | | | | | | — | | | — | | | — | | | — | | | |
Non-cash, stock-based compensation | | | — | | | | | | — | | | — | | | — | | | — | | | |
Other comprehensive income (loss) | | | — | | | — | | | | | | — | | | — | | | | | | |
Net income (loss) attributable to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net income (loss) attributable to EchoStar | | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Other | | | — | | | | | | — | | | — | | | — | | | — | | | |
Balance, March 31, 2025 | | $ | | | $ | | | $ | ( | | $ | | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Accumulated | | | | | | | | | | | | | |
| | Class A and B | | Additional | | Other | | Accumulated | | | | | | | | | | ||||
| | Common | | Paid-In | | Comprehensive | | Earnings | | Treasury | | Noncontrolling | | | | ||||||
| | Stock | | Capital | | Income (Loss) | | (Deficit) | | Stock | | Interests | | Total | |||||||
Balance, December 31, 2025 | | $ | | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | |
Issuance of Class A common stock | | | | | | | | | — | | | — | | | — | | | — | | | |
Non-cash, stock-based compensation | | | — | | | | | | — | | | — | | | — | | | — | | | |
Other comprehensive income (loss) | | | — | | | — | | | | | | — | | | — | | | | | | |
Other | | | — | | | ( | | | — | | | — | | | — | | | — | | | ( |
Net income (loss) attributable to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net income (loss) attributable to EchoStar | | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Balance, March 31, 2026 | | $ | | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Cash Flows From Operating Activities: | | | | | | |
Net income (loss) | | $ | ( | | $ | ( |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | | | | | | |
Depreciation and amortization | | | | | | |
Impairments and other | | | ( | | | — |
Realized and unrealized losses (gains) and impairments on investments and other | | | | | | ( |
Non-cash, stock-based compensation | | | | | | |
Interest expense paid in kind on long-term debt | | | — | | | |
Deferred tax expense (benefit) | | | ( | | | ( |
Changes in allowance for credit losses | | | | | | ( |
Change in long-term deferred revenue and other long-term liabilities | | | ( | | | ( |
Other, net | | | | | | ( |
Changes in operating assets and operating liabilities, net | | | | | | ( |
Net cash flows from operating activities | | | | | | |
| | | | | | |
Cash Flows From Investing Activities: | | | | | | |
Purchases of marketable investment securities | | | ( | | | ( |
Sales and maturities of marketable investment securities | | | | | | |
Purchases of property and equipment (Note 7) | | | ( | | | ( |
Capitalized interest related to regulatory authorizations (Note 2) | | | — | | | ( |
Other, net | | | | | | ( |
Net cash flows from investing activities | | | | | | ( |
| | | | | | |
Cash Flows From Financing Activities: | | | | | | |
Repayment of debt, finance lease and other obligations | | | ( | | | ( |
Redemption and repurchases of debt (Note 9) | | | ( | | | ( |
Early debt redemption gains (losses) | | | — | | | |
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan | | | | | | |
Other, net | | | | | | ( |
Net cash flows from financing activities | | | ( | | | ( |
| | | | | | |
Effect of exchange rates on cash and cash equivalents | | | ( | | | |
| | | | | | |
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents | | | ( | | | ( |
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5) | | | | | | |
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5) | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Organization and Business Activities |
Principal Business
EchoStar Corporation is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV ®, DISH® TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands. EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) currently operate
Recent Developments
AT&T License Purchase Agreement
On August 25, 2025, we and AT&T Mobility II LLC, a Delaware limited liability company, and subsidiary of AT&T Inc. (“AT&T”) entered into a License Purchase Agreement (the “AT&T License Purchase Agreement,” and the transactions contemplated thereby, the “AT&T Transactions”).
Pursuant to the terms and subject to the conditions set forth in the AT&T License Purchase Agreement, we have agreed to sell all our 3.45–3.55 GHz and 600 MHz spectrum licenses (collectively, the “3.45 GHz and 600 MHz Licenses”), and to a
The Closing Purchase Price is subject to downward adjustment in the event certain 3.45 GHz and 600 MHz Licenses are ultimately excluded by either us or AT&T under certain circumstances. We are not obligated to consummate the AT&T Transactions if the Closing Purchase Price, after giving effect to the aggregate amount of any such adjustments, is less than $
The AT&T License Purchase Agreement provides that, at the closing of the AT&T Transactions, any amounts outstanding under that certain Loan and Security Agreement, dated November 26, 2021, between DISH DBS as lender and DISH Network will be repaid in full using proceeds from the AT&T Transactions to the respective holders of the DISH 2021 Intercompany Loan (the “DISH 2021 Intercompany Loan Payoff”). The DISH 2021 Intercompany Loan Payoff includes $
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”). As of March 31, 2026, the aggregate principal amount outstanding of our 11 3/4% Senior Secured Notes due November 15, 2027 was $
The AT&T Transactions are subject to a number of terms and conditions set forth in the AT&T License Purchase Agreement. The completion of the AT&T Transactions are subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, certain government approvals, including, among other things, receipt of certain consents and approvals from the FCC and the United States Department of Justice (the “DOJ”). The AT&T License Purchase Agreement also provides for specified termination rights by each party in certain circumstances. The closing is expected to occur in the first half of 2026. The description of the AT&T License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.
SpaceX License Purchase Agreement
On September 7, 2025, we, Space Exploration Technologies Corp., a Texas corporation (“SpaceX”), and Spectrum Business Trust 2025-1, a Nevada Business Trust (“Trust”), entered into a License Purchase Agreement (the “SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Initial SpaceX Transactions”).
Pursuant to the terms and subject to the conditions set forth in the SpaceX License Purchase Agreement, we agreed to sell to SpaceX our rights and licenses related to an aggregate of 50 MHz of spectrum in frequency ranges 2000–2020, 2180–2200, 1915–1920 and 1995– 2000 (the “AWS-4 and H-Block Licenses” and such spectrum, “the Spectrum”) granted by the FCC, together with certain international authorizations, filings, concessions, licenses, rights and priorities related to that spectrum and certain assets associated therewith (collectively, the “Foreign Assets”).
The transfer of the AWS-4 and H-Block Licenses will occur in two steps: first, the AWS-4 and H-Block Licenses will be transferred by us to the Trust (the “Spectrum Transfer Closing”), and second, the AWS-4 and H-Block Licenses will be transferred by the Trust to SpaceX (the “Spectrum Acquisition Closing”). The Foreign Assets will be transferred directly to SpaceX at the Spectrum Acquisition Closing, to the extent the required regulatory approvals have been obtained by such date; provided, however, that the failure to obtain such approvals will not delay or prevent the Spectrum Acquisition Closing.
The consideration for the Initial SpaceX Transactions payable at the Spectrum Acquisition Closing is $
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
The remaining amount after paying off the Seller Notes (the “Purchase Price”) will be paid by SpaceX to us as follows: (i) up to $
The Spectrum Transfer Closing is expected to occur in the first half of 2026. The Spectrum Acquisition Closing is expected to occur on or about November 30, 2027, following the expiration of the make-whole period for the Seller Notes and the date on which the Convertible Notes due 2030 become eligible for redemption. If SpaceX elects to proceed with the Spectrum Acquisition Closing prior to November 30, 2027, SpaceX will be responsible for any additional amounts required to satisfy the Seller Notes, other than additional amounts payable as a result of a default under the Seller Notes.
Additionally, in connection with the SpaceX License Purchase Agreement and the Initial SpaceX Transactions, on September 7, 2025, SpaceX and the Trust entered into a Credit Agreement, pursuant to which SpaceX has agreed upon the Spectrum Transfer Closing to loan to the Trust (via automatically cancellable loans) amounts sufficient to make debt service payments on the Seller Notes through at least November 30, 2027 (the “Interim Debt Service”), which will be secured on a junior lien basis by the AWS-4 and H-Block Licenses. The aggregate amount of payments for the Interim Debt Service through November 30, 2027 will equal approximately $
The SpaceX License Purchase Agreement also provides for future long-term commercial agreements that will enable us to offer our Wireless subscribers access to SpaceX’s next-generation Starlink Direct to Cell text and voice and broadband services utilizing certain rights and licenses related to the Spectrum that are to be conveyed by us to SpaceX at the Spectrum Acquisition Closing. The commercial agreements will also provide for a fee-based referral program that lets us refer existing customers and new Starlink customers to SpaceX. As of December 31, 2025, we had begun to utilize certain of the rights conveyed under the SpaceX License Purchase Agreement. In addition, we also have begun performing installation and other services for new Starlink customers.
Amended and Restated License Purchase Agreement
On November 5, 2025, we, SpaceX and Trust, entered into an Amended and Restated License Purchase Agreement (the “Amended and Restated SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Amended SpaceX Transactions”), and, together with the Initial SpaceX Transactions, (the “SpaceX Transactions”). The Amended and Restated License Purchase Agreement amends and restates in its entirety the SpaceX License Purchase Agreement, dated as of September 7, 2025, by and among us, SpaceX and Trust.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Pursuant to the Amended and Restated SpaceX License Purchase Agreement, we and SpaceX have agreed to revise the terms of the previously announced transaction to include the transfer of up to an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695–1710 MHz for each relevant license area (the “AWS-3 Licenses”) from us to SpaceX in exchange for additional consideration of $
Except as set forth above, the material terms of the Amended and Restated SpaceX License Purchase Agreement are substantially the same as the terms of the SpaceX License Purchase Agreement.
The SpaceX Transactions are subject to a number of terms and conditions set forth in the Amended and Restated SpaceX License Purchase Agreement. The completion of the SpaceX Transactions are subject to the satisfaction or waiver of customary closing conditions, including, among others, receipt of certain consents and approvals from the FCC and DOJ. The Amended and Restated SpaceX License Purchase Agreement also provides for specified termination rights.
The foregoing description of the Amended and Restated SpaceX License Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated SpaceX License Purchase Agreement filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.
Restructuring Support Agreement
On March 19, 2026, we, DISH Network, DISH DBS and certain of DISH DBS’s subsidiaries entered into a restructuring support agreement (the “RSA” and the transactions contemplated thereby, the “Transactions”) with an ad hoc group representing more than
Pursuant to the RSA, and subject to the terms and conditions set forth therein, DISH DBS agreed to prepay, without penalty, certain of its debt securities.
In addition, on March 16, 2026, we prepaid without penalty, the remaining balance of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 totaling approximately $
Intercompany Loans and Other Settlements
See Note 9 for definitions and further information on our intercompany loans.
On March 12, 2026, we contributed our receivable from DISH Network under the EchoStar 2024 Intercompany Loan, to DISH Network. As a result of this contribution, the total outstanding balance of the EchoStar 2024 Intercompany Loan including interest paid in kind of $
On March 19, 2026, pursuant to the RSA, DISH Network repaid in full its intercompany loans with DISH DBS, the total outstanding balance of the DISH Q2 2024 Intercompany Loan including interest paid in kind of $
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
The RSA also contemplates (i) repayment of the DISH 2021 Intercompany Loan 2028 Tranche of approximately $
Purchase and Sale Agreement
On March 12, 2026, DISH Network and certain of its subsidiaries entered into a purchase and sale agreement with DISH DBS, pursuant to which DISH DBS purchased all of the equity of an affiliate and related assets. The transactions also included the transfer of approximately $
Future Capital Requirements
The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Our cash and cash equivalents and marketable investment securities totaled $
As detailed above, upon the closing of the AT&T Transactions, subject to certain conditions and adjustments, we will receive $
However, until the closing of these transactions, which are subject to receipt of government approvals and other customary conditions, funding is not deemed committed and because we do not currently have the necessary Cash on Hand and/or projected future cash flows or committed financing to fund our obligations for at least twelve months from the issuance of these condensed consolidated financial statements, substantial doubt exists about our ability to continue as a going concern.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
We cannot provide assurances that the AT&T Transactions and SpaceX Transactions will be approved and consummated on the predicted timeline or at all.
The condensed consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we not continue as a going concern.
Segments
We currently operate
Pay-TV
We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, FCC licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). As of March 31, 2026, we had
Wireless
Our Wireless segment provides wireless communication services (“Wireless” services) and products. We offer nationwide Wireless services to subscribers primarily under our Boost Mobile® and Gen Mobile® brands. We currently offer a broad range of premium wireless devices, including the latest generation iPhones, as well as a wide selection of Samsung, Motorola and other premium devices. As of March 31, 2026, we had
Prior to November 15, 2025, we were operating primarily as an MVNO utilizing network services under the MNSA and the NSA and secondarily as an MNO. In light of the AT&T Transactions, we transitioned to a hybrid MNO business model under which we continue to operate our 5G Network core and utilize AT&T’s network services (“Hybrid MNO”) and secondarily as an MVNO utilizing network services under the MNSA and the NSA. We migrated all customer traffic from our 5G Network, defined below, to AT&T’s network as we transitioned to a Hybrid MNO, which we completed as of November 15, 2025.
Broadband and Satellite Services
We offer broadband satellite technologies and broadband internet products and services to consumer customers. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We have leveraged our satellite fleet to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise, aeronautical and government markets. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. Revenue in our satellite services business depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers. As of March 31, 2026, we had
Other
Our Other segment primarily consists of our legacy cloud-native, Open Radio Access Network (“O-RAN”) based 5G VoNR and broadband network (our “5G Network”) and 5G Network deployment operations that will not be utilized in the Wireless segment’s Hybrid MNO business. As a result of the unforeseeable actions by the FCC, as detailed in Note 10 “Recent Developments – FCC Review,” we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we have
We have invested a total of over $
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
While the FCC has not yet updated the build-out deadlines in the Universal Licensing System, the licenses remain in effect based upon the submission of our build-out certifications. In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 since we satisfied the remaining Extension Request commitments. See Note 10 for definitions and further information. Also see Note 10 “Recent Developments – FCC Review” for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
We will need to raise additional capital in the future if the AT&T Transactions and SpaceX Transactions are not completed, which may not be available on favorable terms or at all, to, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. See Note 10 for definitions and further information.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain prior period amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation
We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities (“VIEs”) where we have been determined to be the primary beneficiary. The portion of equity in a subsidiary not attributable, directly or indirectly, to us is recorded as noncontrolling interests or redeemable noncontrolling interests.
Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments, which will be initially recorded at cost, and based on observable market prices, will be adjusted to their fair value. We record fair value adjustments in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are based on historical experience, observable market inputs, and other reasonable assumptions in accounting for, among other things, allowances for credit losses (including those related to our installment billing programs), self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments including embedded derivatives, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations or as part of an asset acquisition, fair value of exit or disposal cost obligations, timing and amount of asset retirement obligations, inputs or outputs used to recognize revenue over time, including the relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, estimates of the timing of future cash flows used to pay principal on certain debt obligations, estimated credit risk underlying installment receivables, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses, subscriber lives and likelihood of certain contingent events. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Actual results may differ from previously estimated amounts, and such differences may be material to our condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.
Exit and Disposal Costs
Our exit and disposal costs include, among other things, one-time employee termination benefits, costs to terminate contracts that are not a lease and other exit and disposal costs. The liability for exit and disposal costs is initially measured at fair value and we recognize the costs associated with an exit or disposal activity in the period in which the liability is incurred. The liability for our exit and disposal costs is included in “Other accrued expenses and liabilities” and “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets. Fair value is determined under the income approach primarily using the expected present value technique that utilizes the estimated future cash flows associated with the obligation, discounted at our credit-adjusted risk-free rate plus a risk premium. Any gains and losses resulting from the difference between the recorded liability and final settlement amounts will be recognized in “Impairments and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
The initial fair value of our exit and disposal obligations is categorized within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Subsequent to the initial measurement, our exit and disposal cost liability is periodically adjusted for revisions in the estimated timing and amount of future cash flows.
The following table presents the activity relating to our exit and disposal costs, included in “Other accrued expenses and liabilities” and “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets:
| | | | | | | | | |
| | One-Time Employee Termination Benefits | | Contract Termination Costs | | Total | |||
| | (In thousands) | |||||||
Balance, December 31, 2025 | | $ | — | | $ | | | $ | |
Costs incurred and charged to expense (1) | | | — | | | | | | |
(Gains) losses on costs paid or settled (1) | | | — | | | ( | | | ( |
Costs paid or settled | | | — | | | ( | | | ( |
Accretion | | | — | | | | | | |
Balance, March 31, 2026 | | $ | — | | $ | | | $ | |
| (1) | During the three months ended March 31, 2026, we incurred costs charged to expense and settled certain accrued exit costs, which reduced our exit and disposal costs by $ |
As of March 31, 2026, cumulative costs incurred and charged to expense were $
Capitalized Interest
We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, our wireless spectrum licenses, build-out costs associated with our 5G Network deployment and satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when substantially all activities related to the project are suspended.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
As a result of the termination of the deployment of our 5G Network, we no longer have 5G Network activities that qualify for capitalization and as such ceased capitalizing interest on the 5G Network qualifying assets at the end of August 2025. As of the third quarter of 2025, substantially all capitalized interest has ceased, except for capitalized interest on our satellites under construction.
Fair Value Measurements
We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value:
| ● | Level 1, defined as observable inputs being quoted prices in active markets for identical assets; |
| ● | Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
| ● | Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. |
As of March 31, 2026 and December 31, 2025, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of debt, finance lease and other obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates.
Fair values of our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to determine fair value of our investments in marketable debt securities. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing, exit or disposal cost obligations and the assignment of purchase consideration to assets in a non-cash exchange of assets and for assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy. Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. See Note 5 for the fair value of our marketable investment securities and derivative instruments.
Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of non-publicly traded debt are based on, among other things, available trade information, valuations performed by a third-party, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. The non-publicly traded debt is categorized within Level 3 of the fair value hierarchy. See Note 9 for the fair value of our debt.
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Assets Recognized Related to the Costs to Obtain a Contract with a Customer
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated customer life or the contract term. These amounts are capitalized in “Prepaids and other assets” and “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Advertising Costs
We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $
Research and Development
Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Additionally, customer-related research and development costs are incurred in connection with the specific requirements of a customer’s order; in such instances, the amounts for these customer funded development efforts are also included in “Cost of sales–equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $
New Accounting Pronouncements
Not Yet Adopted
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which will enhance financial statement reporting by providing additional information about specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization. This standard will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2024-03 will have on our condensed consolidated financial statements, related disclosures and control environment.
Intangibles – Goodwill and Other – Internal-Use Software. In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the references to the sequential software development stages from the guidance in Subtopic 350-40.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Upon the adoption of ASU 2025-06, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2025-06 will have on our condensed consolidated financial statements, related disclosures and control environment.
| 3. | Basic and Diluted Net Income (Loss) Per Share |
We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our convertible notes, as detailed in Note 9, were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the convertible notes will be included in the calculation of diluted EPS assuming conversion of the convertible notes at the beginning of the reporting period (or at time of issuance, if later).
The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands, except per share amounts) | ||||
Net income (loss) |
| $ | ( |
| $ | ( |
Less: Net income (loss) attributable to noncontrolling interests, net of tax | |
| ( | |
| ( |
Net income (loss) attributable to EchoStar - Basic |
| | ( |
| | ( |
Interest on dilutive Convertible Notes, net of tax (1) | | | — | | | — |
Net income (loss) attributable to EchoStar - Diluted | | $ | ( | | $ | ( |
| | | | | | |
Weighted-average common shares outstanding - Class A and B common stock: | | | | | | |
Basic | |
| | |
| |
Dilutive impact of Convertible Notes (1) | | | — | | | — |
Dilutive impact of stock awards outstanding (1) | |
| — | |
| — |
Diluted | |
| | | | |
| | | | | | |
Earnings per share - Class A and B common stock: | | | | | | |
Basic net income (loss) per share attributable to EchoStar |
| $ | ( |
| $ | ( |
Diluted net income (loss) per share attributable to EchoStar |
| $ | ( |
| $ | ( |
| (1) | For the three months ended March 31, 2026 and 2025, the interest on dilutive Convertible Notes and the dilutive impact of weighted-average shares of Class A common stock were excluded from the computation of “Diluted net income (loss) per share attributable to EchoStar” because the effect would have been anti-dilutive as a result of the net loss attributable to EchoStar in the period. As of March 31, 2026 and 2025, our Convertible Notes may be converted into |
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warrants that we issued to certain option counterparties in connection with the Convertible Notes due 2026 are only exercisable at their expiration if the market price per share of our Class A common stock is greater than the strike price of the warrants, which strike prices range between approximately $
| | | | |
| | As of March 31, | ||
| | 2026 | | 2025 |
| | (In thousands) | ||
Anti-dilutive stock awards | | | | |
Performance/market based options | | | | |
Common stock warrants | | | | |
Total | | | | |
| 4. | Supplemental Data - Statements of Cash Flows |
The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases.
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Cash paid for interest (including capitalized interest) | | $ | | | $ | |
Cash paid for income taxes, net of (refunds) | | | | | | |
Total capitalized interest (1) | | | | | | |
Accrued capital expenditures | | | | | | |
Asset retirement obligation (2) | | | — | | | |
| (1) | See Note 2 for further information. |
| (2) | See Note 7 for further information. |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
| 5. | Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments |
Our marketable investment securities, restricted cash and cash equivalents, and other investments consisted of the following:
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Marketable investment securities: | | | | | | |
Current marketable investment securities: | | | | | | |
Strategic - available-for-sale | | $ | | | $ | |
Strategic - trading/equity | | | | | | |
Other | | | | | | |
Total current marketable investment securities | | | | | | |
Restricted marketable investment securities (1) | | | | | | |
Total marketable investment securities | | | | | | |
| | | | | | |
Restricted cash and cash equivalents (1) | | | | | | |
| | | | | | |
Other investments, net: | | | | | | |
Equity method investments | | | | | | |
Other investments | | | | | | |
Total other investments, net | | | | | | |
| | | | | | |
Total marketable investment securities, restricted cash and cash equivalents, and other investments, net | | $ | | | $ | |
| (1) | Restricted marketable investment securities and restricted cash and cash equivalents are included in “Current restricted cash, cash equivalents and marketable investment securities” and “Restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets and discussed below. |
Marketable Investment Securities
Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholders’ Equity (Deficit),” net of related deferred income tax on our Condensed Consolidated Balance Sheets. The corresponding changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Current Marketable Investment Securities – Strategic
Our current strategic marketable investment securities portfolio includes and may include strategic and financial debt and/or equity investments in private and public companies that are highly speculative and have experienced and continue to experience volatility. As of March 31, 2026, this portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers. The fair value of certain of the debt and equity securities in this portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.
Current Marketable Investment Securities – Other
Our current other marketable investment securities portfolio includes investments in various debt instruments including, among others, commercial paper, corporate securities and United States treasury and/or agency securities. Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to
Restricted Cash, Cash Equivalents and Marketable Investment Securities
As of March 31, 2026 and December 31, 2025, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit, surety bonds and trusts.
Current restricted cash, cash equivalents and marketable investment securities. As of March 31, 2026 and December 31, 2025, we had
Other Investments, net
We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investments, net” on our Condensed Consolidated Balance Sheets. Our debt securities are classified as available-for-sale and are recorded at fair value. Generally, our debt investments in non-publicly traded debt instruments without a readily determinable fair value are recorded at amortized cost. Our equity investments where we have the ability to exercise significant influence over the investee are accounted for using the equity method of accounting. Certain of our equity method investments are detailed below.
NagraStar L.L.C. We own a
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Invidi Technologies Corporation. We own a
TerreStar Solutions, Inc. We own a
Deluxe/EchoStar LLC. We own
Broadband Connectivity Solutions (Restricted) Limited. We own
We also hold investments that are not accounted for using the equity method of accounting, which are measured at fair value if a readily determinable fair value is available. Investments in equity securities without readily determinable fair values are accounted for at cost, less impairment, and adjusted for observable price changes for identical or similar investments of the same issuer.
Our ability to realize value from our strategic investments in securities that are not publicly traded depends on, among other things, the success of the issuers’ businesses and their ability to obtain sufficient capital, on acceptable terms or at all, and to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain fair value for them.
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Fair Value Measurements
Our investments measured at fair value on a recurring basis were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of | ||||||||||||||||||||||
| | March 31, 2026 | | December 31, 2025 | ||||||||||||||||||||
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total | ||||||||
| | (In thousands) | ||||||||||||||||||||||
Cash and cash equivalents (including restricted): | | | | | | | | | | | | | | | | | | | | | | | | |
Cash | | $ | | | $ | — | | $ | — | | $ | | | $ | | | $ | — | | $ | — | | $ | |
Cash equivalents | | | | | | | | | — | | | | | | | | | | | | — | | | |
Total | | $ | | | $ | | | $ | — | | $ | | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Debt securities (including restricted): | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agency securities | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Commercial paper | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
Corporate securities | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
Other | | | — | | | | | | | | | | | | — | | | | | | | | | |
Equity securities | | | | | | — | | | — | | | | | | | | | — | | | — | | | |
Total | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
As of March 31, 2026, restricted and non-restricted marketable investment securities included debt securities of $
Derivative and/or Financial Liability Instruments
We may purchase and hold derivative and/or financial liability instruments for, among other reasons, strategic or speculative purposes. As of March 31, 2026 and December 31, 2025, we held certain financial liability instruments with a fair value of $
Gains and Losses on Sales and Changes in Carrying Amounts of Investments and Other
“Other, net” within “Other Income (Expense)” included on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
Other, net: | | 2026 | | 2025 | ||
| | (In thousands) | ||||
Realized and unrealized gains (losses) and impairments on investments and other | | $ | ( | | $ | |
Early debt redemption gains (losses) | | | — | | | |
Foreign currency transaction gains (losses) | | | | | | |
Equity in earnings (losses) of affiliates | | | | | | |
Other | | | | | | |
Total | | $ | | | $ | |
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
| 6. | Inventory |
Inventory consisted of the following:
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Finished goods | | $ | | | $ | |
Work-in-process and service repairs | | | | | | |
Consignment | | | | | | |
Raw materials | | | | | | |
Total inventory | | $ | | | $ | |
| 7. | Property and Equipment and Intangible Assets |
Property and equipment consisted of the following:
| | | | | | | | | | |
| | Depreciable | | As of | ||||||
| | Life | | March 31, | | December 31, | ||||
| | (In Years) | | 2026 | | 2025 | ||||
| | | | | | (In thousands) | ||||
Equipment leased to customers | | - | | $ | | | $ | | ||
Satellites | | - | | | | | | | ||
Satellites acquired under finance lease agreements | | | | | | | | | | |
Furniture, fixtures, equipment and other | | - | | | | | | | ||
Hybrid MNO | | - | | | | | | | ||
Software and computer equipment | | - | | | | | | | ||
Buildings and improvements | | - | | | | | | | ||
Land | | | - | | | | | | | |
Construction in progress | | | - | | | | | | | |
Total property and equipment | | | | | | | | | | |
Accumulated depreciation | | | | | | | ( | | | ( |
Property and equipment, net | | | | | | $ | | | $ | |
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Depreciation and amortization expense consisted of the following:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Equipment leased to customers (1) | | $ | | | $ | |
Satellites (1) | | | | | | |
Buildings, furniture, fixtures, equipment and other (1) | | | | | | |
Hybrid MNO/5G Network equipment (1) | | | | | | |
Software and computer equipment (1) | | | | | | |
Intangible assets and other amortization expense | | | | | | |
Total depreciation and amortization | | $ | | | $ | |
(1)This change primarily resulted from the non-cash impairment of long-lived assets during the third and fourth quarters of 2025. For further information on our impairments, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Cost of sales and operating expense categories included in our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation and amortization expense related to satellites, equipment leased to customers, or our 5G Network equipment and software, and amortization of development costs of externally marketed software.
Activity relating to our asset retirement obligations, included in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets, was as follows:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
|
| 2026 | | 2025 | ||
| | (In thousands) | ||||
Balance, beginning of period | | $ | | | $ | |
Liabilities incurred | | | — | | | |
Liabilities settled | | | ( | | | — |
Accretion expense | | | | | | |
Balance, end of period | | $ | | | $ | |
The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were previously impaired, resulting in a net book value of
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Satellites – Pay-TV Segment
Our Pay-TV segment currently utilizes
As of March 31, 2026, our Pay-TV segment satellite fleet consisted of the following:
| | | | | | |
| | | | Degree | | Lease |
| | Launch | | Orbital | | Termination |
Satellites | | Date | | Location | | Date |
Owned: | | | | | | |
EchoStar X | | February 2006 | | 110 | | N/A |
EchoStar XI | | July 2008 | | 110 | | N/A |
EchoStar XIV | | March 2010 | | 119 | | N/A |
EchoStar XV | | July 2010 | | 119 | | N/A |
EchoStar XVI | | November 2012 | | 61.5 | | N/A |
EchoStar XVIII | | June 2016 | | 61.5 | | N/A |
EchoStar XXIII | | March 2017 | | 110 | | N/A |
EchoStar XXV (1) | | March 2026 | | 110 | | N/A |
| | | | | | |
Under Construction: | | | | | | |
EchoStar XXVI | | 2028 | | 119 | | N/A |
| | | | | | |
Leased from Other Third-Party: | | | | | | |
Nimiq 5 | | September 2009 | | 72.7 | | October 2029 |
(1)In March 2026, we launched the EchoStar XXV satellite and it is currently relocating to the 110 degree orbital location following completion of testing. The EchoStar XXV satellite is expected to commence commercial operations during the second quarter of 2026.
Satellites Under Construction
EchoStar XXVI. On May 15, 2025, we entered into a contract with Lanteris Space LLC for the construction of EchoStar XXVI, a DBS satellite that is capable of providing service to the CONUS and is intended to be used at the 119 degree orbital location. During the third quarter of 2025, we entered into an agreement with SpaceX for launch services for this satellite, which is expected to be launched during 2028.
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Satellites – Broadband and Satellite Services Segment
Our Broadband and Satellite Services segment currently utilizes
As of March 31, 2026, our Broadband and Satellite Services segment satellite fleet consisted of the following:
| | | | | | |
| | | | Degree | | Lease |
| | Launch | | Orbital | | Termination |
Satellites | | Date | | Location | | Date |
Owned: | | | | | | |
EchoStar XVII | | July 2012 | | 107 | | N/A |
EchoStar XIX | | December 2016 | | 97.1 | | N/A |
EchoStar XXI | | June 2017 | | 10.25 | | N/A |
EchoStar XXIV | | July 2023 | | 95.2 | | N/A |
| | | | | | |
Leased from Other Third-Party: | | | | | | |
Eutelsat 65 West A | | March 2016 | | 65 | | July 2031 |
Telesat T19V | | July 2018 | | 63 | | August 2033 |
EchoStar 105/SES-11 | | October 2017 | | 105 | | November 2031 |
| 8. | Leases |
Lessee Accounting
We enter into non-cancelable operating and finance leases for, among other things, communication towers, satellites, satellite-related ground infrastructure, data centers, office space, dark fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from one to
Our Eutelsat 65 West A, Telesat T19V and EchoStar 105/SES-11 satellites are accounted for as finance leases within our Broadband and Satellite Services segment. Through the first quarter of 2025, our Anik F3 satellite was accounted for as an operating lease within our Pay-TV segment and as of April 2025 we no longer leased this satellite. Substantially all of our remaining leases are accounted for as operating leases.
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
The components of lease expense were as follows:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Operating lease cost | | $ | | | $ | |
| | | | | | |
Short-term lease cost (1) | | | | | | |
| | | | | | |
Finance lease cost: | | | | | | |
Amortization of right-of-use assets | | | | | | |
Interest on lease liabilities | | | | | | |
Total finance lease cost | | | | | | |
Total lease costs | | $ | | | $ | |
| (1) | Leases that have terms of 12 months or less. |
Supplemental cash flow information related to leases was as follows:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
Operating cash flows from operating leases | | $ | | | $ | |
Operating cash flows from finance leases | | $ | — | | $ | |
Financing cash flows from finance leases | | $ | — | | $ | |
| | | | | | |
Right-of-use assets obtained in exchange for lease obligations: | | | | | | |
Operating leases | | $ | | | $ | |
Finance leases | | $ | — | | $ | — |
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Supplemental balance sheet information related to leases was as follows:
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Operating Leases: | | | | | | |
Operating lease assets | | $ | | | $ | |
| | | | | | |
Other current liabilities | | $ | | | $ | |
Operating lease liabilities | | | | | | |
Total operating lease liabilities | | $ | | | $ | |
| | | | | | |
Finance Leases: | | | | | | |
Property and equipment, gross | | $ | | | $ | |
Accumulated depreciation | | | ( | | | ( |
Property and equipment, net | | $ | | | $ | |
| | | | | | |
Other current liabilities | | $ | | | $ | |
Other long-term liabilities | | | — | | | |
Total finance lease liabilities | | $ | | | $ | |
| | | | | | |
Weighted Average Remaining Lease Term: | | | | | | |
Operating leases | | | | | ||
Finance leases | | | | | ||
| | | | | | |
Weighted Average Discount Rate: | | | | | | |
Operating leases | | | | | ||
Finance leases | | | | | ||
Maturities of lease liabilities as of March 31, 2026 were as follows:
| | | | | | | | | |
| | Maturities of Lease Liabilities | |||||||
| | Operating | | Finance | | | | ||
For the Years Ending December 31, | | Leases | | Leases | | Total | |||
| | (In thousands) | |||||||
2026 (remaining nine months) | | $ | | | $ | | | $ | |
2027 | | | | | | | | | |
2028 | | | | | | — | | | |
2029 | | | | | | — | | | |
2030 | | | | | | — | | | |
Thereafter | | | | | | — | | | |
Total lease payments | | | | | | | | | |
Less: Imputed interest | | | ( | | | ( | | | ( |
Total | | | | | | | | | |
Less: Current portion | | | ( | | | ( | | | ( |
Long-term portion of lease obligations | | $ | | | $ | — | | $ | |
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Lessor Accounting
We lease satellite capacity, communications equipment and real estate to certain of our customers.
The following table presents our lease revenue by type of lease:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Lease revenue: | | | | | | |
Sales-type lease revenue | | $ | | | $ | |
Operating lease revenue | | | | | | |
Total lease revenue | | $ | | | $ | |
Substantially all of our net investment in sales-type leases consisted of lease receivables totaling $
The following table presents future operating lease payments to be received as of March 31, 2026:
| | | |
For the Years Ending December 31, | | Total | |
| | (In thousands) | |
2026 (remaining nine months) | | $ | |
2027 | | | |
2028 | | | |
2029 | | | |
2030 | | | |
Thereafter | | | |
Total lease payments to be received | | $ | |
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
| 9. | Debt, Finance Lease and Other Obligations |
Fair Value of our Debt
The following table summarizes the carrying amount and fair value of our debt facilities as of March 31, 2026 and December 31, 2025:
| | | | | | | | | | | | | |
| | | As of | ||||||||||
| | | March 31, 2026 | | December 31, 2025 | ||||||||
| Issuer | | Carrying | | Fair Value | | Carrying | | Fair Value | ||||
| | | (In thousands) | ||||||||||
7 3/4% Senior Notes due 2026 | DDBS | | $ | | | $ | | | $ | | | $ | |
5 1/4% Senior Secured Notes due 2026 | HSSC | | | | | | | | | | | | |
6 5/8% Senior Notes due 2026 | HSSC | | | | | | | | | | | | |
3 3/8% Convertible Notes due 2026 | DISH | | | | | | | | | | | | |
5 1/4% Senior Secured Notes due 2026 | DDBS | | | | | | | | | | | | |
11 3/4% Senior Secured Notes due 2027 | DISH | | | | | | | | | | | | |
7 3/8% Senior Notes due 2028 | DDBS | | | | | | | | | | | | |
5 3/4% Senior Secured Notes due 2028 | DDBS | | | | | | | | | | | | |
5 1/8% Senior Notes due 2029 | DDBS | | | | | | | | | | | | |
Term Loan due 2029 (1) | DBS SubscriberCo | | | — | | | — | | | | | | |
Mandatorily Redeemable Preferred Shares due 2029 (1) | DBS SubscriberCo | | | — | | | — | | | | | | |
10 3/4% Senior Secured Notes due 2029 | SATS | | | | | | | | | | | | |
3 7/8% Convertible Secured Notes due 2030 (2) | SATS | | | | | | | | | | | | |
6 3/4% Senior Secured Notes due 2030 | SATS | | | | | | | | | | | | |
Other notes payable | | | | | | | | | | | | | |
Subtotal | | | | | | $ | | | | | | $ | |
Unamortized deferred financing costs and other debt discounts, net | | | | ( | | | | | | ( | | | |
Finance lease obligations (3) | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | |
Less: current portion | | | | ( | | | | | | ( | | | |
Total debt, finance lease and other obligations, net of current portion | | | $ | | | | | | $ | | | | |
| (1) | During the three months ended March 31, 2026, we repaid approximately $ |
| (2) | 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 |
| (3) | Disclosure regarding fair value of finance leases is not required. |
We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2). We estimated the fair value of our non-publicly traded debt based on, among other things, available trade information and/or valuations performed by a third-party (Level 3).
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Senior Notes and Convertible Notes
The below summaries are not complete and are qualified in entirety by reference to the full and complete text of the applicable indentures.
EchoStar Convertible Secured Notes
The EchoStar Convertible Secured Notes are:
| ● | senior unsecured obligations of EchoStar and guaranteed by the Spectrum Assets Guarantors (as defined below) and the Equity Pledge Guarantors (as defined below) on a senior secured basis; |
| ● | secured equally and ratably with certain other secured indebtedness on a first-priority basis, subject to permitted liens, certain exceptions and the first lien intercreditor agreement, by: (i) a lien on all licenses, authorizations and permits issued from time to time by the FCC for use of the AWS-3 Spectrum and for the use of the AWS-4 Spectrum (the “Spectrum Assets”) held by certain of our subsidiaries that hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”); (ii) the proceeds of any Spectrum Assets sale; (iii) other wireless licenses (valued by third-party) of similar value which can be substituted for the Spectrum Assets; and (iv) a lien on the equity interests held by an entity that directly owns any equity interests in any Spectrum Assets Guarantor (each, a “Equity Pledge Guarantor”); |
| ● | ranked equally in right of payment, without giving effect to collateral arrangements, with all of our and the Spectrum Assets Guarantors’ or Equity Pledge Guarantors’ existing and future senior indebtedness; |
| ● | ranked senior in right of payment to any of our and the Spectrum Assets Guarantors or Equity Pledge Guarantors’ subordinated existing and future indebtedness and effectively senior to any of the Spectrum Assets Guarantors or Equity Pledge Guarantors unsecured indebtedness and indebtedness secured by junior liens on the collateral to the extent of the value of the collateral and effectively junior to all the existing and future obligations of any of our subsidiaries that are not Spectrum Assets Guarantors or Equity Pledge Guarantors. |
The indentures related to our EchoStar Convertible Secured Notes contain restrictive covenants that, among other things, impose limitations on the ability of EchoStar and the Spectrum Assets Guarantors and the Equity Pledge Guarantors to:
| ● | incur or guarantee additional debt; |
| ● | make certain investments and other restricted payments; |
| ● | create liens; |
| ● | enter into transactions with affiliates; |
| ● | merge or consolidate with another company; |
| ● | transfer or sell assets; |
| ● | allow to exist certain restrictions on paying dividends or other payments; and |
| ● | engage in new activities (applicable to guarantors). |
Pursuant to the related indenture, we were required to appoint independent appraisers to determine the aggregate Appraised Value (as defined in the related indenture) of the Spectrum Assets within
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
We will also be required to obtain a forfeiture appraisal of the Spectrum Assets (the “Spectrum Assets Forfeiture Appraisal”) within
If the loan-to-value ratio with respect to the Spectrum Assets as of the date of the Spectrum Assets Forfeiture Appraisal is greater than
3 7/8% Convertible Secured Notes due 2030
On November 12, 2024, we issued $
We may not redeem the Convertible Notes due 2030 prior to November 30, 2027. The Convertible Notes due 2030 are redeemable, in whole or in part, at any time on or after November 30, 2027 at the redemption prices and subject to the conversion rights and other conditions specified in the related indenture.
If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2030, holders may require us to repurchase for cash all or part of their Convertible Notes due 2030 at a specified make-whole price equal to
Subject to the terms of the related indenture, the Convertible Notes due 2030 may be converted at an initial conversion rate of
Beginning on October 1, 2025, and ending at the close of business on June 30, 2026, the Convertible Notes due 2030 are convertible, at the option of the holders. The Convertible Notes due 2030 are convertible, at our election, into cash, approximately
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
DISH Convertible Notes
3 3/8% Convertible Notes due 2026
On August 8, 2016, we issued $
The Convertible Notes due 2026 are:
| ● | our general unsecured obligations; |
| ● | ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2026; |
| ● | ranked equally in right of payment with all of our existing and future unsecured senior indebtedness; |
| ● | ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; |
| ● | ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and |
| ● | not guaranteed by our subsidiaries. |
We may not redeem the Convertible Notes due 2026 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2026, holders may require us to repurchase for cash all or part of their Convertible Notes due 2026 at a specified make-whole price equal to
The indenture related to the Convertible Notes due 2026 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt.
Subject to the terms of the related indenture, the Convertible Notes due 2026 may be converted at an initial conversion rate of
The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.
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(Unaudited)
Convertible Note Hedge and Warrant Transactions
Merger with DISH Network. As defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a note hedge amendment letter agreement with each option counterparty pursuant to which, at the Effective Time, DISH Network’s right to purchase shares of DISH Class A Common Stock pursuant to the terms of the applicable convertible note hedge transactions was changed into a right to purchase shares of EchoStar Class A Common Stock.
In addition, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a warrant amendment letter agreement and warrant guarantee with each option counterparty, pursuant to which, at the Effective Time, each counterparty’s right to purchase shares of DISH Network Class A Common Stock pursuant to the applicable warrant transactions was changed into a right to purchase shares of EchoStar Class A Common Stock, and we guaranteed all of DISH Network’s obligations under the applicable warrant transactions.
In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes due 2026, the number of shares of DISH Network Class A Common Stock underlying the Convertible Notes due 2026, which initially gives us the option to purchase approximately
Concurrently with entering into the convertible note hedge transactions, we also entered into warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of DISH Network Class A common stock, which initially gives the option counterparties the option to purchase approximately
We received $
We will not be required to make any cash payments to each option counterparty or its affiliates upon the exercise of the options that are a part of the convertible note hedge transactions, but will be entitled to receive from them a number of shares of Class A common stock, an amount of cash or a combination thereof. This consideration is generally based on the amount by which the market price per share of Class A common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions during the relevant valuation period under the convertible note hedge transactions. Additionally, if the market price per share of Class A common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants during the measurement period at the maturity of the warrants, we will owe each option counterparty a number of shares of Class A common stock in an amount based on the excess of such market price per share of Class A common stock over the strike price of the warrants. However, as specified under the terms of the warrant transactions, we may elect to settle the warrants in cash.
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(Unaudited)
Intercompany Loans
All intercompany loans are eliminated in consolidations.
DISH 2021 Intercompany Loan
The net proceeds from the offering of our 5 1/4% Senior Secured Notes due 2026 and our 5 3/4% Senior Secured Notes due 2028 (the “DISH DBS Senior Secured Notes”) issued on November 26, 2021 were used by DISH DBS to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “DISH 2021 Intercompany Loan”) between DISH DBS and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including our 5G Network deployment. The DISH 2021 Intercompany Loan matures in
DISH 2021 Intercompany Loan 2026 Tranche. In January 2024, we completed a series of assignments resulting in the transfer of the receivable in respect to the DISH 2021 Intercompany Loan 2026 Tranche of $
The DISH 2021 Intercompany Loan was initially secured by interest in the wireless spectrum licenses for the 3.45-3.55 GHz Licenses up to the total loan amount outstanding including interest paid in kind. Pursuant to the terms of the DISH 2021 Intercompany Loan, under certain circumstances, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. During the first quarter of 2025, we exercised our right to exchange certain of the 3.45-3.55 GHz Licenses for certain other previously unencumbered wireless spectrum licenses of equal or greater value based upon the most recent third-party valuation. The DISH 2021 Intercompany Loan is not included as collateral for the DISH DBS Senior Secured Notes, and the DISH DBS Senior Secured Notes are subordinated to DISH DBS’s existing and certain future unsecured notes with respect to certain realizations under the DISH 2021 Intercompany Loan and any collateral pledged as security for the DISH 2021 Intercompany Loan.
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DISH Q2 2024 Intercompany Loan
In June 2024, DISH Network entered into an intercompany loan with DISH DBS (the “DISH Q2 2024 Intercompany Loan”) for an initial principal amount of $
DISH Q3 2024 Intercompany Loan
In September 2024, DISH Network entered into an intercompany loan with DISH DBS (the “DISH Q3 2024 Intercompany Loan”) for an initial principal amount of $
EchoStar 2024 Intercompany Loan
In November 2024, EchoStar Financing L.L.C., our subsidiary, entered into an intercompany loan with DISH Wireless L.L.C., a subsidiary of DISH Network, for a borrowing principal amount of up to $
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10.Commitments and Contingencies
Commitments
Recent Developments
FCC Review
In the third quarter of 2025, we resolved the review by the Federal Communications Commission (the “FCC”) into EchoStar’s compliance with its build-out milestones and other obligations regarding EchoStar’s federal spectrum licenses. We had previously received a letter from the FCC on May 9, 2025, indicating that the FCC was beginning a review of our compliance with certain obligations to provide 5G broadband service and raising certain questions regarding the September 2024 build-out extension granted by the FCC and mobile-satellite service (“MSS”) utilization in the 2 GHz band (the “May 9 Letter”). We responded to the FCC’s subsequent public notices with filings on May 27, 2025 and June 6, 2025.
During the second quarter and the beginning of the third quarter of 2025, the potential ramifications of the FCC review to our business required us to, among other things, reevaluate the deployment of our resources and as a result, we elected not to make interest payments on a certain portion of our long-term senior notes on their respective scheduled due dates. We subsequently made such payments, including interest on the defaulted interest, within the applicable 30-day grace periods.
The FCC review introduced the possibility of reversing prior FCC grants of authority to us. The FCC made it clear that it viewed our spectrum as being underutilized and deemed our continued ownership of such spectrum licenses inconsistent with the public interest, and that we must sell a material amount of spectrum licenses or face a wide-ranging license revocation. Accordingly, as a result of these unforeseeable actions by the FCC that were outside of our control, we entered into the AT&T Transactions and SpaceX Transactions, as defined below, whereby we agreed to sell a material amount of our spectrum licenses for cash and an Amended Equity Amount, as defined below. In August 2025, following these transactions, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business, as defined in “Segments-Wireless” below. Furthermore, we believe the FCC’s actions and the resulting AT&T Transactions and SpaceX Transactions constitute one or more force majeure events under certain of our 5G Network-related contracts.
On September 8, 2025, we received a follow-up letter from the FCC (the “September 8 Letter”). The September 8 Letter states, among other things, that FCC Chairman Carr has “asked FCC staff to bring the agency’s investigation to conclusion” by directing FCC staff to: “(1) dismiss VTel Wireless’s petition for reconsideration; (2) confirm that EchoStar holds exclusive terrestrial and MSS rights over the AWS-4 spectrum to which it is currently licensed; and (3) find that relevant FCC buildout and other related obligations have been satisfied by EchoStar in view of the company’s current FCC milestones.”
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(Unaudited)
Wireless Spectrum Licenses
We have invested a total of over $
Our wireless spectrum licenses are subject to certain build-out requirements, as well as certain renewal requirements that are summarized in the table below:
| | | | | | | | | | | |
| | | | | Build-Out Deadlines | | | ||||
| | | | | | | Final | | | ||
| | Carrying Amount | | Interim | | Accelerated License Areas | | Extension License Areas | | Expiration Date | |
| | (In thousands) | | | | | | | | | |
SpaceX Transactions: | | | | | | | | | | | |
AWS-4 Licenses (1) | | $ | | | | | December 31, 2024 (4) | | June 14, 2025 (6) | | June 2033 |
H Block Licenses (1) | | | | | | | December 31, 2024 (4) | | June 14, 2025 (7) | | June 2033 |
AWS-3 | | | | | | | | | | | |
AT&T Transactions: | | | | | | | | | | | |
600 MHz Licenses | | | | | | | December 31, 2024 (5) | | June 14, 2025 (8) | | June 2029 |
3.45–3.55 GHz Licenses (2) | | | | | May 4, 2026 (9) | | | | May 4, 2030 (9) | | May 2037 |
Remaining wireless spectrum licenses: | | | | | | | | | | | |
DBS Licenses (3) | | | | | | | | | | | |
700 MHz Licenses (1) | | | | | | | December 31, 2024 (4) | | June 14, 2025 (6) | | June 2033 |
MVDDS Licenses (3) | | | | | | | | | | | July, August, September 2034 |
LMDS Licenses (3) | | | — | | | | | | | | September 2028 |
28 GHz Licenses | | | | | | | | | October 2, 2029 (10) | | October 2029 |
24 GHz Licenses | | | | | | | | | December 11, 2029 (10) | | December 2029 |
37 GHz, 39 GHz and 47 GHz Licenses | | | | | | | | | June 4, 2030 (10) | | June 2030 |
3550-3650 MHz Licenses | | | | | | | | | March 12, 2031 (10) | | March 2031 |
3.7-3.98 GHz Licenses | | | | | July 23, 2029 (10) | | | | July 23, 2033 (10) | | July 2036 |
1695-1710 MHz, 1755-1780 MHz and 2155-2180 MHz (1) | | | | | | | | | | | March 2026 |
AWS-3 | | | | | | | December 31, 2024 (11) | | October 25, 2025 (12) | | October 2025 (12) |
Subtotal | | | | | | | | | | | |
| | | | | | | | | | | |
Capitalized interest (13) | | | | | | | | | | | |
Impairment of indefinite-lived intangible assets | | | ( | | | | | | | | |
Total as of March 31, 2026 | | $ | | | | | | | | | |
| (1) | The interim build-out deadlines for these licenses are in the past. |
| (2) | Subject to the terms of the AT&T License Purchase Agreement, at the end of the third quarter of 2025, AT&T, subject to a short-term spectrum manager lease, exercised its right to lease certain 3.45 GHz licenses from us. |
| (3) | The build-out deadlines for these licenses have been met. |
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| (4) | In a January 10, 2025 filing to the FCC, we certified that we were offering 5G broadband service for certain of these license areas to at least |
| (5) | In a January 10, 2025 filing to the FCC, we certified that we were offering 5G broadband service for certain of these license areas to at least |
| (6) | For the 700 MHz and AWS-4 licenses set forth in Appendix G-1 of the Extension Request, we have certified to meeting the accelerated build-out obligations described in footnotes 4, 5 and 11 herein (thus fulfilling Commitments #2 and #3 of the Extension Request), and as a result the final deadline for us to offer 5G broadband service to at least |
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(Unaudited)
| (7) | For the H-Block licenses set forth in Appendix G-1 of the Extension Request, we have certified to meeting the accelerated build-out obligations described in footnotes 4, 5 and 11 herein (thus fulfilling Commitments #2 and #3 of the Extension Request), and as a result the final deadline for us to offer 5G broadband service to at least |
| (8) | For the 600 MHz licenses set forth in Appendix G-2 of the Extension Request, we have certified to meeting the accelerated build-out obligations described in footnotes 4, 5 and 11 herein (thus fulfilling Commitments #2 and #3 of the Extension Request), and as a result the final deadline for us to offer 5G broadband service to at least |
| (9) | There are a variety of build-out options and associated build-out metrics associated with these licenses. If the interim build-out requirement is not met, the final build-out requirement may be accelerated by |
| (10) | There are a variety of build-out options and associated build-out metrics associated with these licenses. |
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(Unaudited)
| (11) | In a January 10, 2025 filing to the FCC, we certified that we were offering reliable signal coverage for certain of these license areas and offering service for certain accelerated licenses to at least |
| (12) | For the AWS-3 licenses set forth in Appendix G-3 of the Extension Request, we have certified to meeting the accelerated build-out obligations described in footnotes 4, 5 and 11 herein (thus fulfilling Commitments #2 and #3 of the Extension Request), and as a result the final deadline for us to offer reliable signal coverage to at least |
| (13) | See Note 2 for further information. |
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
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, as defined and detailed in the footnotes to the table above. See “Recent Developments – FCC Review” above for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
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(Unaudited)
AWS-3 Auction
Northstar Wireless is a wholly-owned subsidiary of Northstar Spectrum, which is an entity owned by us and, prior to October 12, 2023, by us and Northstar Manager. SNR Wireless is a wholly-owned subsidiary of SNR HoldCo, which is an entity owned by us and, prior to February 16, 2024, by us and SNR Management.
Northstar Wireless and SNR Wireless each filed applications with the FCC to participate in Auction 97 (the “AWS-3 Auction”) for the purpose of acquiring certain AWS-3 Licenses. Each of Northstar Wireless and SNR Wireless applied to receive bidding credits of
FCC Order and October 2015 Arrangements. On August 18, 2015, the FCC released a Memorandum Opinion and Order, FCC 15-104 (the “Order”) in which the FCC determined, among other things, that DISH Network has a controlling interest in, and is an affiliate of, Northstar Wireless and SNR Wireless, and therefore DISH Network’s revenues should be attributed to them, which in turn makes Northstar Wireless and SNR Wireless ineligible to receive the
Letters Exchanged between Northstar Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between Northstar Wireless and the Wireless Telecommunications Bureau of the FCC (the “FCC Wireless Bureau”), Northstar Wireless paid the gross winning bid amounts for
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(Unaudited)
The re-auction of the AWS-3 licenses has been designated as Auction 113. We filed an application with the FCC to participate as a potential bidder in Auction 113 and on March 26, 2026, the FCC announced that we were qualified to participate in Auction 113. Auction 113 is scheduled to begin on June 2, 2026. The FCC determined that bidding in this auction will be “anonymous,” which means that prior to and during the course of the auction the FCC will not make public any information about a specific applicant’s upfront deposit or its bids. In addition, FCC rules restrict information that bidders may disclose about their participation in the auction.
Letters Exchanged between SNR Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between SNR Wireless and the FCC Wireless Bureau, SNR Wireless paid the gross winning bid amounts for
The re-auction of the AWS-3 licenses has been designated as Auction 113. We filed an application with the FCC to participate as a potential bidder in Auction 113 and on March 26, 2026, the FCC announced that we were qualified to participate in Auction 113. Auction 113 is scheduled to begin on June 2, 2026. The FCC determined that bidding in this auction will be “anonymous,” which means that prior to and during the course of the auction the FCC will not make public any information about a specific applicant’s upfront deposit or its bids. In addition, FCC rules restrict information that bidders may disclose about their participation in the auction.
D.C. Circuit Court Opinion. On August 29, 2017, the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) in SNR Wireless LicenseCo, LLC, et al. v. Federal Communications Commission, 868 F.3d 1021 (D.C. Cir. 2017) (the “Appellate Decision”) affirmed the Order in part, and remanded the matter to the FCC to give Northstar Wireless and SNR Wireless an opportunity to seek to negotiate a cure of the issues identified by the FCC in the Order (a “Cure”). On January 26, 2018, SNR Wireless and Northstar Wireless filed a petition for a writ of certiorari, asking the United States Supreme Court to hear an appeal from the Appellate Decision, which the United States Supreme Court denied on June 25, 2018.
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(Unaudited)
Order on Remand. On January 24, 2018, the FCC released an Order on Remand, DA 18-70 (the “Order on Remand”) purporting to establish a procedure to afford Northstar Wireless and SNR Wireless the opportunity to implement a Cure pursuant to the Appellate Decision. On June 8, 2018, Northstar Wireless and SNR Wireless each filed amended agreements to demonstrate that, in light of such changes, each of Northstar Wireless and SNR Wireless qualified for the very small business bidding credit that it sought in the AWS-3 Auction. Northstar Wireless and SNR Wireless filed a Joint Application for Review of the Order on Remand requesting, among other things, an iterative negotiation process with the FCC regarding a Cure, which was denied on July 12, 2018. The pleading cycle established in the Order on Remand concluded in October 2018. On November 23, 2020, the FCC issued a Memorandum Opinion and Order that concluded, among other things, that DISH Network retained de facto control over Northstar Wireless and SNR Wireless and denied the very small business bidding credit sought by Northstar Wireless and SNR Wireless, even though the parties had eliminated or significantly modified every provision previously deemed to have been disqualifying by the FCC. Northstar Wireless and SNR Wireless timely filed an appeal of the FCC’s 2020 decision. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition for a writ of certiorari asking the United States Supreme Court to hear a further appeal, but that petition was denied on June 30, 2023.
For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Contingencies
Litigation
We are involved in a number of legal proceedings (including those described below) concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made.
For certain cases described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
Individual Litigations Commenced by Certain Tower and Infrastructure Vendors
DISH Wireless L.L.C. is currently a defendant in multiple, independent legal actions in various jurisdictions brought by various tower and infrastructure vendors. While these actions involve certain overlapping defenses generally related to the abandonment and decommissioning of certain portions of our 5G Network that will not be utilized in our Hybrid MNO business, in light of the FCC forcing us and certain of our affiliates to sell the spectrum on which our 5G Network was based, each action represents a separate and distinct proceeding.
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(Unaudited)
American Towers
On October 20, 2025, American Towers LLC, SpectraSite Communications, LLC and InSite Wireless Group, LLC (collectively “ATC”) filed a declaratory judgment lawsuit against our wholly-owned subsidiary DISH Wireless L.L.C. in the United States District Court for the District of Colorado. ATC seeks a declaration that DISH Wireless has not been excused from performing its obligations under the parties’ Strategic Collocation Agreement, which relates to tower facilities for our 5G Network. DISH Wireless previously notified ATC that DISH Wireless’s performance is excused in light of the FCC forcing us and certain of our affiliates to sell the spectrum on which our 5G Network was based, which constituted, among other legal remedies, a force majeure event.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
Astound Business Solutions
On April 14, 2026, Astound Business solutions, LLC filed a complaint against our wholly-owned subsidiary DISH Wireless L.L.C. in the United States District Court for the Southern District of New York. Astound claims that DISH Wireless has breached agreements related to fiber optic data transport services for our 5G Network, and seeks $
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
Comcast Business Communications
On February 27, 2026, Comcast Business Communications, LLC filed a declaratory judgment lawsuit against us and our wholly-owned subsidiary DISH Wireless L.L.C. in the United States District Court for the District of Colorado. Comcast Business Communications is seeking a declaratory judgment that DISH Wireless is not excused from performing any of its obligations under those parties’ Master Service Agreement, which relates to fiber connections for our 5G network. It also alleges that we interfered with DISH Wireless’s performance under the Master Services Agreement. Comcast Business Communications is seeking $
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
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(Unaudited)
Crown Castle
On November 20, 2025, Crown Castle-affiliated lessors who entered into a Master Lease Agreement (“MLA”) with DISH Wireless L.L.C., which relates to tower facilities for our 5G Network, and Crown Castle Fiber LLC, which entered into a Master Product Agreement (“MPA”) with DISH Wireless L.L.C., which relates to fiber and other infrastructure for our 5G Network, filed a declaratory judgment lawsuit against our wholly-owned subsidiary DISH Wireless L.L.C. in the United States District Court for the District of Colorado. The Crown Castle plaintiffs are seeking declaratory judgments confirming that DISH Wireless is not excused from performing any of its obligations under the parties’ agreements. DISH Wireless previously notified the Crown Castle plaintiffs that DISH Wireless’s performance is excused in light of the FCC forcing us and certain of our affiliates to sell the spectrum on which our 5G Network was based, which constituted, among other legal remedies, a force majeure event. On January 30, 2026, the Crown Castle plaintiffs filed an amended complaint that added claims for breach of the MPA and MLA based on unpaid invoices; added us as a defendant for allegedly tortiously interfering with the MLA and the MPA; and added our wholly owned subsidiary DISH Purchasing Corporation as a defendant for allegedly breaching the parties’ Deployment Services Agreement by failing to pay $
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
Diamond Towers
On January 19, 2026, Diamond Towers II LLC, Diamond Towers IV LLC, Diamond Towers V LLC, Capital Telecom Holdings LLC, Capital Telecom Holdings II LLC, DCHSCU Acquisition Holdings, LLC, A Diamond Infra LLC, B Diamond Infra LLC, C Diamond Infra LLC, and D Diamond Infra LLC, which entered into agreements with DISH Wireless L.L.C. for tower and rooftop facilities for our 5G Network, filed a declaratory judgment lawsuit against our wholly-owned subsidiary DISH Wireless L.L.C. in the District Court for the City and County of Denver, Colorado. The plaintiffs are seeking a declaratory judgment confirming that DISH Wireless is not excused from performing any of its obligations under the parties’ agreements. DISH Wireless previously notified the plaintiffs that DISH Wireless’s performance is excused in light of the FCC forcing us and certain of our affiliates to sell the spectrum on which our 5G Network was based, which constituted, among other legal remedies, a force majeure event.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
Harmoni Towers
On January 29, 2026, Harmoni Towers Infrastructure LLC (“Harmoni”) filed a complaint against our wholly-owned subsidiary DISH Wireless L.L.C. in the District Court for the City and County of Denver, Colorado. Harmoni alleges that DISH Wireless has breached lease agreements related to tower facilities for our 5G Network, and seeks $
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
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SBA
On February 5, 2026, SBA Telecommunications, LLC; SBA Sites, LLC; SBA Towers II LLC; SBA Towers, LLC; SBA Properties, LLC; SBA Towers V, LLC; SBA Towers VII, LLC; SBA Towers IV, LLC; SBA Towers VI, LLC; TV6 Holdings LLC; SBA Towers IX, LLC; SBA Structures, LLC; SBA Towers X, LLC; SBA Monarch Towers I, LLC; SBA Monarch Steel, LLC; SBA Monarch Towers III, LLC; SBA 2012 TC Assets, LLC; SBA Towers VIII, LLC; SBA GC Towers, LLC; SBA Infrastructure, LLC; SBA Towers III LLC; SBA Steel LLC; SBA Steel II, LLC; SBA Towers XI, LLC; and SBA BTS, LLC (collectively “SBA”) filed a breach of contract lawsuit against our wholly-owned subsidiary DISH Wireless L.L.C. in the United States District Court for the Western District of New York. SBA contends that DISH Wireless has breached the parties’ tower lease agreements. DISH Wireless previously notified SBA that DISH Wireless’s performance is excused in light of the FCC forcing us and certain of our affiliates to sell the spectrum on which our 5G Network was based, which constituted, among other legal remedies, a force majeure event.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
Zayo Group
On November 26, 2025, Zayo Group, LLC, which has a Master Services Agreement with DISH Wireless L.L.C. relating to high-speed fiber and transport services as well as network connectivity issues for our 5G Network, filed a declaratory judgment lawsuit against our wholly-owned subsidiary DISH Wireless L.L.C. in the District Court for the City and County of Denver, Colorado. Zayo Group is seeking a declaratory judgment confirming DISH Wireless is not excused from performing any of its obligations under the parties’ Master Services Agreement. DISH Wireless previously notified Zayo Group that DISH Wireless’s performance is excused in light of the FCC forcing us and certain of our affiliates to sell the spectrum on which our 5G Network was based, which constituted, among other legal remedies, a force majeure event.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
Other Litigations
Active Wireless Technologies
On November 26, 2025, Active Wireless Technologies LLC filed a complaint against our wholly owned subsidiary DISH Wireless L.L.C. in the United States District Court for the Eastern District of Texas. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The complaint alleges infringement of United States Patent No. 10,805,955 (the “955 patent”), entitled “Terminal apparatus, base station apparatus, communication method, and integrated circuit”; United States Patent No. 10,855,432 (the “432 patent”), entitled “User equipments, base stations and methods”; United States Patent No. 10,531,443 (the “443 patent”), entitled “Physical uplink control channel (PUCCH) format adaptation for 5G NR”; United States Patent No. 11,019,557 (the “557 patent”), entitled “Apparatus and method for acquisition of periodically broadcasted system information in wireless communication”; United States Patent No. 10,785,764 (the “764 patent), entitled “Information change transmission method and device for single-cell multicast service”; and United States Patent No. 10,601,566 (the “566 patent), entitled “Multiple slot long physical uplink control channel (PUCCH) design for 5G NR.” On the same day, Active Wireless also sued seven other companies on the same patents: Qualcomm; T-Mobile; TCL Technology Group; BLU Products; HTC Corporation; LG Electronics; and OnePlus Technology. Generally, the patents relate to cellular handset signaling, control logic, and dynamic resource and performance management.
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On December 16, 2025, Active Wireless asserted the same six patents against us and others, including the manufacturer of our Celero handsets, in the International Trade Commission (“ITC”). The ITC instituted a resulting investigation concerning “Certain Wireless Communication Devices and Components Thereof.” In light of the ITC investigation, the Texas court proceeding was stayed as of February 10, 2026. On March 24, 2026, DISH Wireless sued Active Wireless in the United States District Court for the District of Colorado for breach of its obligation to license its standard-essential patents on reasonable and non-discriminatory (“RAND”) terms. At the request of Active Wireless, on April 28, 2026, both we and the manufacturer of our Celero handsets were dismissed from the ITC proceeding. On May 1, 2026, in the Texas action, Active Wireless filed an amended complaint, which adds a claim alleging that DISH Wireless violated its RAND obligations.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. In the event that the ITC determines that we infringe the asserted patents, we may be subject to exclusion orders that prevent importation of devices that practice the asserted patents. We cannot predict with any degree of certainty the outcome of the suits or determine the extent of any potential liability or damages.
Adeia
On March 31, 2026, Adeia Technologies Inc., Adeia Media Holdings Inc. and Adeia Media Solutions Inc. filed a complaint against us and our wholly owned subsidiaries DISH Network Corporation, DISH DBS Corporation, DISH Network L.L.C., DISH Media Sales L.L.C., Sling TV Holding L.L.C. and Sling TV L.L.C. in the United States District Court for the District of Colorado. The plaintiff, a licensing company that was spun off after the merger of Rovi and Xperi, is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The complaint alleges infringement of United States Patent No. 8,219,927 (the “927 patent”), entitled “Revealing of truncated content on scrollable grid”; United States Patent No. 8,239,546 (the “546 patent”), entitled “Global access control for segmented streaming delivery”; United States Patent No. 8,327,013 (the “013 patent”), entitled “Dynamic index file creation for media streaming”; United States Patent No. 9,369,758 (the “758 patent”), entitled “Multifunction multimedia device”; and United States Patent No. 9,661,049 (the “049 patent”), entitled “Systems and methods of providing interspersed manifest file specifications for adaptive video streaming.” Generally, the patents relate to video streaming program guides, content delivery, access control, ad-insertions, and message overlays.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
ClearPlay, Inc.
On March 13, 2014, ClearPlay, Inc. (“ClearPlay”), filed a complaint against us and our wholly-owned subsidiaries DISH Network and DISH Network L.L.C., and our then wholly-owned subsidiary EchoStar Technologies L.L.C., in the United States District Court for the District of Utah. The complaint alleges willful infringement of United States Patent No. 6,898,799 (the “799 patent”), entitled “Multimedia Content Navigation and Playback”; United States Patent No. 7,526,784 (the “784 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; United States Patent No. 7,543,318 (the “318 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; United States Patent No. 7,577,970 (the “970 patent”), entitled “Multimedia Content Navigation and Playback”; and United States Patent No. 8,117,282 (the “282 patent”), entitled “Media Player Configured to Receive Playback Filters From Alternative Storage Mediums.” ClearPlay alleges that the AutoHop™ feature of our Hopper® set-top boxes
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infringes the asserted patents. On February 11, 2015, the case was stayed pending various third-party challenges before the United States Patent and Trademark Office regarding the validity of certain of the patents asserted in the action.
In those third-party challenges, the United States Patent and Trademark Office found that all claims of the 282 patent are unpatentable, and that certain claims of the 784 patent and 318 patent are unpatentable. ClearPlay appealed as to the 784 patent and the 318 patent, and on August 23, 2016, the United States Court of Appeals for the Federal Circuit affirmed the findings of the United States Patent and Trademark Office. On October 31, 2016, the stay was lifted, and in May 2017, ClearPlay agreed to dismiss us and DISH Network as defendants, leaving DISH Network L.L.C. and DISH Technologies L.L.C. as the sole defendants.
In October and November 2020, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of the asserted claims of, respectively, the 784 patent, the 799 patent, the 318 patent and the 970 patent; and in November and December, 2020, the United States Patent and Trademark Office granted each request for reexamination. On May through July 2021, the United States Patent and Trademark Office issued Ex Parte Reexamination Certificates confirming the patentability of the challenged claims.
In October and November 2021, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of certain asserted claims of the 784 patent, the 799 patent and the 970 patent. In November and December, 2021, the United States Patent and Trademark Office granted review of the challenged claims of the 799 patent and the 970 patent, but denied review of the challenged claims of the 784 patent. On January 24, 2022, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 799 patent, and on January 19, 2023, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 970 patent.
In an order dated January 31, 2023, the Court granted in part and denied in part DISH Network L.L.C.’s and DISH Technologies L.L.C.’s motion for summary judgment. Thereafter, ClearPlay narrowed its case to three asserted claims: one under the 799 patent and two under the 970 patent. Following a two-week trial, on March 10, 2023, the jury returned a verdict that DISH Network L.L.C. and DISH Technologies L.L.C. infringed each of the asserted patent claims (though not willfully), and awarded damages of $
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Digital Broadcasting Solutions, LLC
On August 29, 2022, Digital Broadcasting Solutions, LLC filed a complaint against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. in the United States District Court for the Eastern District of Texas. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The complaint alleges infringement of United States Patent No. 8,929,710 (the “710 patent”) and United States Patent No. 9,538,122 (the “122 patent”), each entitled “System and method for time shifting at least a portion of a video program.” Generally, the plaintiff contends that the AutoHop feature of our Hopper® set-top boxes infringes the asserted patents. On June 21, 2023, the
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Court granted the motion of DISH Network L.L.C. and DISH Technologies L.L.C. to have the case transferred to the United States District Court for the District of Colorado.
In May 2023, DISH Network L.L.C. and DISH Technologies L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all claims of the 710 patent and the 122 patent and, on December 9, 2024, the United States Patent and Trademark Office issued final written decisions invalidating 38 of the 39 challenged claims. Digital Broadcasting Solutions appealed those final written decisions, and DISH Network L.L.C. and DISH Technologies L.L.C. cross-appealed as to the single patent claim that wasn’t invalidated. Briefing was completed on October 17, 2025. The underlying case has been stayed since May 9, 2024, pending resolution of the petitions before the United States Patent and Trademark Office and any related appeals.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Entropic Communications, LLC (first action)
On March 9, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint against our wholly-owned subsidiaries DISH Network, DISH Network L.L.C. and Dish Network Service L.L.C. in the United States District Court for the Eastern District of Texas. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The complaint alleges infringement of United States Patent No. 7,130,576 (the “576 patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; United States Patent No. 7,542,715 (the “715 Patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; and United States Patent No. 8,792,008 (the “008 Patent”), entitled “Method and Apparatus for Spectrum Monitoring.” On March 30, 2022, Entropic filed an amended complaint alleging infringement of the same patents. Generally, the plaintiff accuses satellite antennas, low-noise block converters, signal selector and combiners, and set-top boxes and the manner in which they process signals for satellite television customers of infringing the asserted patents.
On October 24, 2022, this case was ordered to be transferred to the United States District Court for the Central District of California. A companion case against DirecTV was also ordered transferred to the United States District Court for the Central District of California. In January and February of 2023, DISH Network L.L.C. and Dish Network Service L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all claims of the 715 patent, all claims of the 008 patent, and 25 claims of the 576 patent, which includes all of its asserted claims. In August and September 2023, the Patent Office denied institution on the petitions challenging the 715 patent and the 576 patent. In September 2023, at the parties’ joint request, the Patent Office dismissed the petition challenging the 008 patent, as Entropic agreed to drop its claims against DISH Network on that patent. On July 12, 2024, the United States Patent and Trademark Office granted a request for reexamination of the 715 patent, but on May 20, 2025, it affirmed the patent’s validity. Entropic’s expert claims that the DISH defendants owe damages of $
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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Entropic Communications, LLC (second action)
On February 10, 2023, Entropic filed a second lawsuit against our wholly-owned subsidiaries DISH Network, DISH Network L.L.C., Dish Network Service L.L.C. and Dish Network California Service Corporation in the United States District Court for the Central District of California. The complaint alleges infringement of United States Patent No. 7,295,518 (the “518 patent”), entitled “Broadband network for coaxial cable using multi-carrier modulation”; United States Patent No. 7,594,249 (the “249 patent”), entitled “Network interface device and broadband local area network using coaxial cable”; United States Patent No. 7,889,759 (the “759 patent”), entitled “Broadband cable network utilizing common bit-loading”; United States Patent No. 8,085,802 (the “802 Patent”), entitled “Multimedia over coaxial cable access protocol”; United States Patent No. 9,838,213 (the “213 patent”), entitled “Parameterized quality of service architecture in a network”; United States Patent No. 10,432,422 (the “422 patent”), entitled “Parameterized quality of service architecture in a network”; United States Patent No. 8,631,450 (the “450 patent”), entitled “Broadband local area network”; United States Patent No. 8,621,539 (the “539 patent”), entitled “Physical layer transmitter for use in a broadband local area network”; United States Patent No. 8,320,566 (the “0,566 patent”), entitled “Method and apparatus for performing constellation scrambling in a multimedia home network”; United States Patent No. 10,257,566 (the “7,566 patent”), entitled “Broadband local area network”; United States Patent No. 8,228,910 (the “910 Patent”), entitled “Aggregating network packets for transmission to a destination mode”; and United States Patent No. 8,363,681 (the “681 patent”), entitled “Method and apparatus for using ranging measurements in a multimedia home network.” Generally, the patents relate to Multimedia over Coax Alliance standards and the manner in which we provide a whole-home DVR network over an on-premises coaxial cable network.
Entropic has asserted the same patents in the same court against Comcast, Cox and DirecTV. On September 7, 2023, the Court granted the motion of DISH Network L.L.C., Dish Network Service L.L.C. and Dish Network California Service Corporation to dismiss the claims arising from the 7,566 patent and the 910 patent on the grounds that they claimed in eligible subject matter. On February 24, 2025, the Court granted other defendants’ motions to dismiss the claims arising from the 213 patent, the 422 patent, the 681 patent and the 802 patent on the grounds that they claimed in eligible subject matter. In a claim construction order issued on April 18, 2025, the Court found that the asserted claim of the 539 patent is invalid as indefinite.
In January and February 2024, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of the 249 patent, the 518 patent, the 759 patent, the 450 patent, the 539 patent, the 0,566 patent, and the 681 patent. In July and August 2024, the United States Patent and Trademark Office agreed to institute proceedings on the petitions challenging the 249 patent and the 518 patent, but denied institution on the remaining petitions. On July 22, 2025, the United States Patent and Trademark Office issued final written decisions invalidating the asserted claims of the 249 patent and the 518 patent, but on November 14, 2025, following a review by its Director, the United States Patent and Trademark Office issued a new final written decision upholding the validity of the asserted claim from the 249 patent. Entropic has appealed the decision on the 518 patent and DISH Network L.L.C. has appealed the decision on the 249 patent.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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Err Content IP
On November 3, 2025, Err Content IP, LLC filed a complaint against EchoStar Communications Corporation, the predecessor to our wholly-owned subsidiary DISH Network Corporation, in the United States District Court for the Southern District of Texas. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The complaint alleges infringement of United States Patent No. 10,721,542 (the “542 Patent”), entitled “Bandwidth shaping client to capture, transform, cache, and upload images from a remote point of recordation to a network service.” The infringement allegations generally relate to using AirPlay to watch content from the DISH Anywhere app on a paired television screen. On December 3, 2025 Err Content filed an amended complaint adding allegations of induced and contributory infringement. On February 2, 2026, upon the parties’ joint motion, the case was transferred to the United States District Court for the District of Colorado.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Headwater Research
On August 28 and 29, 2025, Headwater Research LLC filed five separate lawsuits in the United States District Court for the Eastern District of Texas against our wholly-owned subsidiaries DISH Network Corporation, DISH Network L.L.C. and DISH Wireless L.L.C. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The first complaint alleges infringement of United States Patent No. 8,639,935 (the “935 patent”), entitled “Automated device provisioning and activation”; United States Patent No. 9,609,510 (the “510 patent”), entitled “Automated credential porting for mobile devices”; United States Patent No. 9,973,930 (the “930 patent”), entitled “End user device that secures an association of application to service policy with an application certificate check”; United States Patent No. 11,096,055 (the “055 patent”), entitled “Automated device provisioning and activation”; United States Patent No. 11,405,429 (the “429 patent”), entitled “Security techniques for device assisted services”; United States Patent No. 11,966,464 (the “464 patent), entitled “Security techniques for device assisted services”; and United States Patent No. 11,985,155 (the “155 patent”), entitled “Automated device provisioning and activation.”
The second complaint alleges infringement of United States Patent No. 9,179,359 (the “359 patent”), entitled “Wireless end-user device with differentiated network access status for different device applications;” United States Patent No. 9,277,445 (the “445 patent”), entitled “Wireless end-user device with differential traffic control policy list and applying foreground classification to wireless data service;” and United States Patent No. 9,609,544 (the “544 patent”), entitled “Device-assisted services for protecting network capacity.”
The third complaint alleges infringement of United States Patent No. 8,666,364, (the “364 patent”), entitled “Verifiable device assisted service usage billing with integrated accounting, mediation accounting, and multiaccount;” United States Patent No. 9,143,976 (the “976 patent”), entitled “Wireless end-user device with differentiated network access and access status for background and foreground device applications;” and United States Patent No. 9,647,918 (the “918 patent”), entitled “Mobile device and method attributing media services network usage to requesting application.”
The fourth complaint alleges infringement of United States Patent No. 8,635,335 (the “335 patent”), entitled “System and method for wireless network offloading”; United States Patent No. 10,791,471 (the “471 patent”),
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entitled “System and method for wireless network offloading”; and United States Patent No. 10,237,757 (the “757 patent”), entitled “System and method for wireless network offloading.”
The fifth complaint alleges infringement of United States Patent No. 8,023,425 (the “425 patent”), entitled “Verifiable service billing for intermediate networking devices”; United States Patent No. 8,631,102 (the “102 patent”), entitled “Automated device provisioning and activation”; and United States Patent No. 8,799,451 (the “451 patent”), entitled “Verifiable service policy implementation for intermediate networking devices.”
The asserted patents generally relate to eSIM management, data management, application data traffic management, wireless data offloading and tethering operations. Headwater also has filed complaints against Apple, Google, Motorola, Samsung, Verizon, T-Mobile, AT&T, Sprint, Amazon, Charter, and Comcast.
We intend to vigorously defend these cases. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Hughes Telecomunicações do Brasil v. State of São Paulo Treasury Department
On December 12, 2019, Hughes Telecomunicações do Brasil (“HTB”) filed a tax annulment claim in the Judicial Court of São Paulo, claiming that a tax assessment from the State Treasury of São Paulo, for the period from January 2013 to December 2014, was based on an erroneous interpretation of an exemption to the ICMS (a state tax on, among other things, communications).
In June 2022, a judicial expert determined that HTB’s interpretation of the exemption was correct. Nonetheless, in July 2023, the Court entered judgment against HTB, and in October 2023, rejected HTB’s request for clarification. In November 2023, HTB filed an appeal to the Court of Justice, but on February 25, 2025, the Court of Justice ruled against HTB. On March 14, 2025, HTB filed a motion seeking clarification, but that motion was denied on October 24, 2025. HTB has filed a new motion for clarification. HTB is finalizing an agreement with the Treasury under which it will have up to
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
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Jones 401(k) Litigation
On December 20, 2021, four former employees filed a class action complaint in the United States District Court for the District of Colorado against our wholly-owned subsidiary DISH Network, its Board of Directors, and its Retirement Plan Committee alleging fiduciary breaches arising from the management of our 401(k) Plan. The putative class, comprised of all participants in the Plan on or after January 20, 2016, alleges that the Plan had excessive recordkeeping and administrative expenses and that it maintained underperforming funds. On February 1, 2023, a Magistrate Judge issued a recommendation that the defendants’ motion to dismiss the complaint be granted, and on March 27, 2023, the district court judge granted the motion. As permitted by the Court’s order, the plaintiffs filed an amended complaint on April 10, 2023, which is limited to allegations regarding the retention and alleged underperformance of the Fidelity Freedom Funds. On November 7, 2023, a Magistrate Judge issued a recommendation that the defendants’ motion to dismiss the amended complaint be denied as to the duty to prudently monitor fund performance, but be granted as to the duty of loyalty and, on November 27, 2023, the district court judge entered an order adopting the recommendation. On March 1, 2024, by stipulation, the plaintiffs dismissed their claims against the Board of Directors and the Retirement Plan Committee, leaving DISH Network as the sole defendant.
On April 30, 2024, pursuant to the parties’ stipulation, the Court certified the proposed plaintiff class. Pursuant to the parties’ stipulation, the case was stayed from October 30, 2024 through May 29, 2025 to facilitate a mediation, but the parties did not reach a settlement. The plaintiffs’ expert claims damages of $
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Lingam Securities Class Action (formerly Jaramillo)
On March 23, 2023, a securities fraud class action complaint was filed against our wholly-owned subsidiary DISH Network and Messrs. Ergen, Carlson and Orban in the United States District Court for the District of Colorado. The complaint was brought on behalf of a putative class of purchasers of our securities during the February 22, 2021 to February 27, 2023 class period. In general, the complaint alleged that DISH Network’s public statements during that period were false and misleading and contained material omissions, because they did not disclose that DISH Network allegedly maintained a deficient cybersecurity and information technology infrastructure, were unable to properly secure customer data and DISH Network’s operations were susceptible to widespread service outages.
In August 2023, the Court appointed a new lead plaintiff and lead plaintiff’s counsel, and, on October 20, 2023, they filed a First Amended Complaint that abandoned the original allegations. In their First Amended Complaint, plaintiffs alleged that, during the class period, the defendants concealed problems concerning the 5G network build-out that prevented scaling and commercializing the network to obtain enterprise customers. The amended complaint added as individual defendants James S. Allen, DISH Network’s Senior Vice President and Chief Accounting Officer; John Swieringa, our President, Technology and Chief Operating Officer; Dave Mayo, DISH Network’s former Executive Vice President of Network Development; Marc Rouanne, DISH Network’s former Executive Vice President and Chief Network Officer; and Stephen Bye, DISH Network’s former Executive Vice President and Chief Commercial Officer.
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After the defendants filed a motion to dismiss the First Amended Complaint, the plaintiffs filed a Second Amended Complaint, asserting the same theory, on February 23, 2024. The new complaint drops Erik Carlson, John Swieringa, Paul Orban and James Allen as individual defendants. The defendants filed a motion to dismiss the Second Amended Complaint, and on March 20, 2025, the Court granted the motion without granting plaintiffs permission to further amend. The plaintiffs appealed to the United States Court of Appeals for the Tenth Circuit, and on February 17, 2026, that court unanimously affirmed the trial court’s dismissal.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
NewSpace India Limited
In October 2025, NewSpace India Limited (“NSIL”) sued our majority-owned subsidiary Hughes Communications India Private Limited (“HCIPL”), claiming that HCIPL unlawfully terminated the parties’ agreement for HCIPL to take capacity on the GSAT 20 satellite. HCIPL had terminated the parties’ agreement on December 6, 2024, citing, among other reasons, NSIL’s failure to meet the contractual provision for a timely launch. NSIL seeks a declaration that HCIPL’s termination was premature and void, a temporary and permanent injunction restraining HCIPL from terminating or breaching the agreement, and damages of approximately
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
Sling Pass Litigation
On August 26, 2025, ESPN Enterprises, Inc. and other Disney affiliates (“Disney”) sued our wholly-owned subsidiary DISH Network L.L.C. in the United States District Court for the Southern District of New York. On September 5, 2025, WarnerMedia Network Sales and other Warner Bros Discovery affiliates (“WBD”) sued our wholly-owned subsidiary DISH Network L.L.C. in the same court. In each case, the plaintiffs contend that Sling TV’s Day Pass, Weekend Pass and Week Pass subscriptions breach their respective carriage agreements with DISH Network. In their respective cases, both Disney and WBD sought a preliminary injunction to enjoin the Passes, but the Court denied the Disney motion on November 17, 2025, and denied the WBD motion on December 23, 2025. Disney filed an amended complaint on December 19, 2025, adding a claim for breach of the implied covenant of good faith and fair dealing, and allegations of using Disney marks to advertise the passes over Disney’s objection and for interest on late payments. WBD filed an amended complaint on December 26, 2025, adding claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichment. DISH Network L.L.C. has asserted antitrust counterclaims against Disney and breach of contract counterclaims against both Disney and WBD. On April 14, 2026, WBD and DISH Network L.L.C. dismissed their claims against each other, without prejudice to refiling.
We intend to vigorously defend these cases. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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Sound View Innovations, LLC
On December 30, 2019, Sound View Innovations, LLC filed one complaint against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. and a second complaint against our wholly-owned subsidiary Sling TV L.L.C. in the United States District Court for the District of Colorado. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The complaint against DISH Network L.L.C. and DISH Technologies L.L.C. alleges infringement of United States Patent No 6,502,133 (the “133 patent”), entitled “Real-Time Event Processing System with Analysis Engine Using Recovery Information” and both complaints allege infringement of United States Patent No. 6,725,456 (the “456 patent”), entitled “Methods and Apparatus for Ensuring Quality of Service in an Operating System”; United States Patent No. 6,708,213 (the “213 patent), entitled “Method for Streaming Multimedia Information Over Public Networks”; and United States Patent No. 6,757,796 (the “796 patent”), entitled “Method and System for Caching Streaming Live Broadcasts transmitted Over a Network.” Generally, the 456 patent and the 133 patent relate to database functionality, and the 213 patent and the 796 patent relate to content delivery networks for streaming video.
On May 21, 2020, June 3, 2020, June 5, 2020 and July 10, 2020, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of, respectively, the 213 patent, the 133 patent, the 456 patent and the 796 patent. On November 25, 2020, the United States Patent and Trademark Office declined to review the validity of the 213 patent, and on September 29, 2021, denied a request for rehearing of that decision. On January 19, 2021, the United States Patent and Trademark Office agreed to institute proceedings on the 456 patent but declined to review the 133 patent. On February 24, 2021, the United States Patent and Trademark Office agreed to institute proceedings on the 796 patent. On January 18, 2022, the United States Patent and Trademark Office issued a final written decision holding that the challenged claim of the 456 patent is patentable, and on February 8, 2022, it issued a final written decision holding that the challenged claims of the 796 patent are patentable.
On March 22, 2022, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed a notice of appeal to the United States Court of Appeals for the Federal Circuit from the adverse final written decision regarding the 456 patent, and on April 8, 2022, they filed a notice of appeal to the same court from the adverse final written decision regarding the 796 patent. The appeal on the 456 patent was voluntarily dismissed on December 6, 2022 after our supplier took a license to the database patents — the 456 patent and the 133 patent. The Federal Circuit heard oral argument on the 796 patent appeal on October 3, 2023, and affirmed the United States Patent and Trademark Office’s adverse final written decision on October 5, 2023.
On April 20, 2022, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of one of the asserted claims of the 213 patent, and reexamination was ordered on June 16, 2022. On November 13, 2023, the United States Patent and Trademark Office confirmed the patentability of the challenged claim. On January 18, 2023, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed a second petition requesting ex parte reexamination of the validity of the four other asserted claims of the 213 patent, reexamination was ordered on April 17, 2023, but on April 3, 2026, the United States Patent and Trademark Office issued a reexamination certificate confirming the patentability of the challenged claims. Thus, all invalidity challenges at the United States Patent and Trademark Office have been resolved, and the two asserted CDN patents remain intact and unlicensed. On October 17, 2024, the Court ordered that the stay of the case, which had been entered for the pendency of the original petitions before the United States Patent and Trademark Office, would remain in place pending the resolution of Sound View’s appeal in a parallel action asserting the 213 patent against Hulu. The United States Court of Appeals for the Federal Circuit issued its opinion in the parallel Hulu matter on January 29, 2026.
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We intend to vigorously defend these cases. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
State of Illinois ex rel. Rodriguez
In March 2020, two private “relators” filed this case in the Circuit Court of Cook County Illinois, County Department, Law Division, under the Illinois False Claims Act against DISH Wireless, Sprint and more than 60 Boost Mobile retailers in Illinois. The defendants only became aware of the lawsuit after it was unsealed in March 2022. The operative Second Amended Complaint alleges that the retailer defendants should have collected sales tax under the Retailers’ Occupation Tax Act on any amounts that Sprint or DISH Network rebated them to facilitate handset price discounts to Illinois consumers (“Prepaid Phone Rebates”) and on any phone activation fees the retailers charged to customers (“Device Setup Charges”). It further alleges that DISH Wireless and Sprint are liable for the alleged violations arising from the Device Setup Charges because of the way they allegedly managed the point-of-sale system that the retailer defendants used.
The Plaintiffs seek to recover triple the amount of allegedly unpaid taxes, fines for each alleged violation, and attorneys’ fees and costs. On June 13, 2023, the Court denied the defendants’ motions to dismiss the complaint, but on January 2, 2024, it granted reconsideration and dismissed the complaint as to DISH Wireless and Sprint, with leave to amend. The Plaintiffs filed a Third Amended Complaint on February 2, 2024. On September 20, 2024, the Court granted DISH Wireless’s and Sprint’s motion to dismiss the Third Amended Complaint, without further leave to amend, but the case is continuing against the retailers.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
TQ Delta, LLC
On July 17, 2015, TQ Delta, LLC (“TQ Delta”) filed a complaint against our wholly-owned subsidiaries DISH Network, DISH DBS Corporation and DISH Network L.L.C. in the United States District Court for the District of Delaware. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The Complaint alleges infringement of United States Patent No. 6,961,369 (the “369 patent”), which is entitled “System and Method for Scrambling the Phase of the Carriers in a Multicarrier Communications System”; United States Patent No. 8,718,158 (the “158 patent”), which is entitled “System and Method for Scrambling the Phase of the Carriers in a Multicarrier Communications System”; United States Patent No. 9,014,243 (the “243 patent”), which is entitled “System and Method for Scrambling Using a Bit Scrambler and a Phase Scrambler”; United States Patent No.7,835,430 (the “430 patent”), which is entitled “Multicarrier Modulation Messaging for Frequency Domain Received Idle Channel Noise Information”; United States Patent No. 8,238,412 (the “412 patent”), which is entitled “Multicarrier Modulation Messaging for Power Level per Subchannel Information”; United States Patent No. 8,432,956 (the “956 patent”), which is entitled “Multicarrier Modulation Messaging for Power Level per Subchannel Information”; and United States Patent No. 8,611,404 (the “404 patent”), which is entitled “Multicarrier Transmission System with Low Power Sleep Mode and Rapid-On Capability.” On September 9, 2015, TQ Delta filed a first amended complaint that added allegations of infringement of United States Patent No. 9,094,268 (the “268 patent”), which is entitled “Multicarrier Transmission System With Low Power Sleep Mode and Rapid-On Capability.”
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On May 16, 2016, TQ Delta filed a second amended complaint that added us, and our then wholly-owned subsidiary EchoStar Technologies L.L.C. as defendants. TQ Delta alleges that our satellite TV service, Internet service, set-top boxes, gateways, routers, modems, adapters and networks that operate in accordance with one or more Multimedia over Coax Alliance Standards infringe the asserted patents. TQ Delta has filed actions in the same court alleging infringement of the same patents against Comcast Corp., Cox Communications, Inc., DirecTV, Time Warner Cable Inc. and Verizon Communications, Inc.
On July 14, 2016, TQ Delta stipulated to dismiss with prejudice all claims related to the 369 patent and the 956 patent. On July 20, 2016, DISH Network filed petitions with the United States Patent and Trademark Office challenging the validity of all of the patent claims of the 404 patent and the 268 patent that have been asserted against DISH Network. Third parties filed petitions with the United States Patent and Trademark Office challenging the validity of all of the patent claims that have been asserted against us in the action. On November 4, 2016, the United States Patent and Trademark Office agreed to institute proceedings on the third-party petitions related to the 158 patent, the 243 patent, the 412 patent and the 430 patent. On December 20, 2016, pursuant to a stipulation of the parties, the Court stayed the case until the resolution of all petitions to the United States Patent and Trademark Office challenging the validity of all of the patent claims at issue. On January 19, 2017, the United States Patent and Trademark Office granted DISH Network’s motions to join the instituted petitions on the 430 and 158 patents.
On February 9, 2017, the United States Patent and Trademark Office agreed to institute proceedings on DISH Network’s petition related to the 404 patent, and on February 13, 2017, the United States Patent and Trademark Office agreed to institute proceedings on our petition related to the 268 patent. On February 27, 2017, the United States Patent and Trademark Office granted DISH Network’s motions to join the instituted petitions on the 243 and 412 patents. On October 26, 2017, the United States Patent and Trademark Office issued final written decisions on the petitions challenging the 158 patent, the 243 patent, the 412 patent and the 430 patent, and it invalidated all of the asserted claims of those patents.
On February 7, 2018, the United States Patent and Trademark Office issued final written decisions on the petitions challenging the 404 patent, and it invalidated all of the asserted claims of that patent on the basis of DISH Network’s petition. On February 10, 2018, the United States Patent and Trademark Office issued a final written decision on DISH Network’s petition challenging the 268 patent, and it invalidated all of the asserted claims.
On March 12, 2018, the United States Patent and Trademark Office issued a final written decision on a third-party petition challenging the 268 patent, and it invalidated all of the asserted claims. TQ Delta filed notices of appeal from the final written decisions adverse to it. On May 9, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the 430 patent and the 412 patent. On July 10, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the asserted claims of the 404 patent. On July 15, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the asserted claims of the 268 patent. On November 22, 2019, the United States Court of Appeals for the Federal Circuit reversed the invalidity finding on the 243 patent and the 158 patent, and then, on March 29, 2020, denied a petition for panel rehearing as to those findings. On April 13, 2021, the Court lifted the stay, and the case is proceeding on the 243 patent and the 158 patent. On April 23 and April 26, 2021, the United States Patent and Trademark Office issued orders granting requests for ex parte reexamination of, respectively, the 243 patent and the 158 patent, but on July 27, 2023 and October 11, 2023, respectively, the United States Patent and Trademark Office confirmed the challenged claims of the 243 patent and the 158 patent. In a proposed supplemental report, TQ Delta’s damages expert contends that TQ Delta is entitled to $
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We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Uniloc 2017 LLC
On January 31, 2019, Uniloc 2017 LLC (“Uniloc”) filed a complaint against our wholly-owned subsidiary Sling TV L.L.C. in the United States District Court for the District of Colorado. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. The Complaint alleges infringement of United States Patent No. 6,519,005 (the “005 patent”), which is entitled “Method of Concurrent Multiple-Mode Motion Estimation for Digital Video”; United States Patent No. 6,895,118 (the “118 patent”), which is entitled “Method of Coding Digital Image Based on Error Concealment”; United States Patent No. 9,721,273 (the “273 patent”), which is entitled “System and Method for Aggregating and Providing Audio and Visual Presentations Via a Computer Network”); and United States Patent No. 8,407,609 (the “609 patent”), which is entitled “System and Method for Providing and Tracking the Provision of Audio and Visual Presentations Via a Computer Network.”
On June 25, 2019, Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of all of the asserted claims of the 005 patent. On July 19, 2019 and July 22, 2019, respectively, Sling TV L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all asserted claims of the 273 patent and the 609 patent. On August 12, 2019, Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of all of the asserted claims of the 118 patent. On October 18, 2019, pursuant to a stipulation of the parties, the Court entered a stay of the trial proceedings.
On January 9, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 005 patent. On January 15, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 273 patent. On February 4, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 609 patent. On February 25, 2020, the United States Patent and Trademark Office declined to institute proceedings on the petition challenging the 118 patent.
On December 28, 2020, the United States Patent and Trademark Office issued a final written decision upholding the validity of the challenged claims of the 273 patent. Sling TV L.L.C. appealed that decision to the United States Court of Appeals for the Federal Circuit, and on February 2, 2022, the Federal Circuit vacated the final written decision and remanded to the United States Patent and Trademark Office to reconsider its ruling. On remand, on September 7, 2022, the United States Patent and Trademark Office issued a revised final written decision finding all challenged claims of the 273 patent invalid. Uniloc filed a notice of appeal of that revised final written decision to the United States Court of Appeals for the Federal Circuit, and on September 4, 2024, that court affirmed the United States Patent and Trademark Office’s invalidity finding.
On January 5, 2021, the United States Patent and Trademark Office issued a final written decision invalidating all challenged claims of the 005 patent. On January 19, 2021, the United States Patent and Trademark Office issued a final written decision invalidating all challenged claims of the 609 patent (and a second final written decision invalidating all challenged claims of the 609 patent based on a third party’s petition). Uniloc did not appeal those decisions. Thus, the sole remaining asserted patent is the 118 patent.
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We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Universal Service Administrative Company
On April 3, 2023, the Universal Service Administrative Company (“USAC”) notified our wholly-owned subsidiary DISH Wireless that it intended to seek to recover funds in the amount of $
U.S. Bank Trust Company
On April 26, 2024, U.S. Bank Trust Company, in its capacity as Trustee under the Indentures for DISH DBS Corporation’s
On May 13, 2024, the defendants removed the case to the United States District Court for the Southern District of New York and, on June 28, 2024, filed a motion to dismiss the complaint. Rather than opposing the motion, on July 18, 2024, the Trustee filed a first amended complaint, which added a new declaratory judgment claim challenging certain intercompany advances and new factual allegations challenging a certification of compliance with the DBS Indentures. On January 22, 2025, with permission from the Court, the Trustee filed a second amended complaint, which added allegations regarding the debt issued by DBS SubscriberCo, a related intercompany loan, and the DIRECTV transaction (collectively, the “September 2024 Transactions”). The defendants moved to dismiss the second amended complaint and, on August 21, 2025, the Court granted the motion to dismiss the claims that were based on the September 2024 Transactions but otherwise denied the motion. On March 20, 2026, the parties filed a stipulation to dismiss the lawsuit with prejudice, pursuant to the Restructuring Support Agreement. This matter is now concluded.
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Vermont National Telephone Company
On September 23, 2016, the United States District Court for the District of Columbia unsealed a qui tam complaint that, on May 13, 2015, Vermont National filed against our wholly-owned subsidiaries, DISH Network, American AWS-3 Wireless I L.L.C., American II, American III, and DISH Wireless Holding L.L.C.; Charles W. Ergen (our Chairman, President and Chief Executive Officer) and Cantey M. Ergen (a member of our Board of Directors); Northstar Wireless; Northstar Spectrum; Northstar Manager; SNR Wireless; SNR HoldCo; SNR Management; and certain other parties. The complaint alleges violations of the federal civil False Claims Act (the “FCA”) based on, among other things, allegations that Northstar Wireless and SNR Wireless falsely claimed bidding credits of
The complaint was unsealed after the United States Department of Justice notified the District Court that it had declined to intervene in the action. Vermont National seeks to recover on behalf of the United States government approximately $
Thereafter, the District Court maintained the stay until October 26, 2018. On February 11, 2019, the District Court granted Vermont National’s unopposed motion for leave to file an amended complaint. On March 28, 2019, the defendants filed a motion to dismiss Vermont National’s amended complaint, and on March 23, 2021, the District Court granted the motion to dismiss. On April 21, 2021, Vermont National filed a notice of appeal to the United States Court of Appeals for the DC Circuit and, on May 17, 2022, that court reversed the District Court’s dismissal of the complaint. On June 16, 2022, the Defendants-Appellees filed a petition for rehearing or rehearing en banc, but on August 17, 2022, that petition was denied.
On August 25, 2023, the FCC provided a sworn declaration stating that “the FCC considers … SNR and Northstar to have fully and timely satisfied their obligations to pay money to the Government arising from the AWS-3 Auction.” On that basis, on September 22, 2023, the Defendants filed a motion seeking partial summary judgment of no damages. On September 26, 2023, the Court denied the motion as premature. On March 8, 2024, the United States filed a motion to exercise its statutory prerogative to intervene in the case for the purpose of moving to dismiss it with prejudice, stating that the case is “unlikely to vindicate the United States’ interests and would needlessly expend the Government’s and this Court’s resources.” In a report and recommendation issued on April 7, 2025, a magistrate judge recommended that the government’s motion be granted. Vermont National’s objections to that recommendation have been fully briefed to the Court.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of this proceeding or determine the extent of any potential liability or damages.
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Other
In addition to the above actions, we are subject to various other legal proceedings and claims that arise in the ordinary course of business, including, among other things, disputes with programmers regarding fees. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial condition, results of operations or liquidity, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
11.Segment Reporting
Our reportable
Our chief operating decision maker (“CODM”) is our Chairman, President and Chief Executive Officer. “OIBDA,” defined as “Operating income (loss)” plus “Depreciation and amortization,” is the primary measure used by our CODM to evaluate segment operating performance. The CODM regularly reviews budget-to-actual variances of OIBDA when evaluating segment performance and allocating resources to each segment.
We currently operate
All eliminations primarily include intersegment eliminations related to intercompany revenue and the related expense, which are eliminated in consolidation.
The CODM is not regularly provided assets on a segment basis; therefore, such information is not presented.
The revenue, expense, operating income (loss) and OIBDA by segment were as follows:
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts presented. All prior period amounts have been reclassified to conform to the current period presentation.
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| | | | | | | | | | | | | | | | | | | | | |
| | Pay-TV | | Wireless | | Broadband and Satellite Services | | Other | | Segment Total | | Eliminations | | Consolidated Total | |||||||
| | (In thousands) | |||||||||||||||||||
For the Three Months Ended March 31, 2026 | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | | | | | | |
Revenue from external customers: | | | | | | | | | | | | | | | | | | | | | |
Service revenue | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | — | | $ | |
Equipment sales and other revenue | | | | | | | | | | | | | | | | | | — | | | |
Intersegment revenue | | | | | | | | | | | | | | | | | | ( | | | — |
Total revenue | | | | | | | | | | | | | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | | | | | | |
Cost of services: | | | | | | | | | | | | | | | | | | | | | |
Programming | | | | | | — | | | — | | | — | | | | | | — | | | |
Connectivity services (1) | | | | | | | | | | | | — | | | | | | ( | | | |
Other (2) | | | | | | | | | | | | — | | | | | | | | | |
Total cost of services | | | | | | | | | | | | — | | | | | | | | | |
Cost of sales - equipment and other | | | | | | | | | | | | | | | | | | ( | | | |
Selling, general and administrative expenses: | | | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | | | | | | | | | | — | | | | | | ( | | | |
Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | ( | | | |
Total selling, general and administrative expenses | | | | | | | | | | | | | | | | | | ( | | | |
Impairments and other | | | — | | | — | | | — | | | ( | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | |
OIBDA (3) | | | | | | | | | | | | ( | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | | | | | | | | | | | | | | ( | | | |
Total costs and expenses | | | | | | | | | | | | | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Unallocated Amounts | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net of amounts capitalized | | | | | | | | | | | | | | | | | | | | | ( |
Other, net | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | | | | | | | | | | | | | | | | | | $ | ( |
| (1) | “Connectivity services” is the cost to deliver our services and products to customers, which includes, among other things, network, data, satellite and transmission and other related costs. |
| (2) | “Other” primarily consists of variable costs including call center, manufacturing, dealer incentive, bad debt, billing and other variable costs, as well as costs to retain our subscribers. |
| (3) | OIBDA is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in evaluating operating performance in relation to our competitors. |
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(Unaudited)
| | | | | | | | | | | | | | | | | | | | | |
| | Pay-TV | | Wireless | | Broadband and Satellite Services | | Other | | Segment Total | | Eliminations | | Consolidated Total | |||||||
| | (In thousands) | |||||||||||||||||||
For the Three Months Ended March 31, 2025 | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | | | | | | | | | |
Revenue from external customers: | | | | | | | | | | | | | | | | | | | | | |
Service revenue | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | — | | $ | |
Equipment sales and other revenue | | | | | | | | | | | | | | | | | | — | | | |
Intersegment revenue | | | | | | — | | | | | | | | | | | | ( | | | — |
Total revenue | | | | | | | | | | | | | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | | | | | | |
Cost of services: | | | | | | | | | | | | | | | | | | | | | |
Programming | | | | | | — | | | — | | | — | | | | | | — | | | |
Connectivity services | | | | | | | | | | | | | | | | | | ( | | | |
Other | | | | | | | | | | | | — | | | | | | ( | | | |
Total cost of services | | | | | | | | | | | | | | | | | | ( | | | |
Cost of sales - equipment and other | | | | | | | | | | | | — | | | | | | ( | | | |
Selling, general and administrative expenses: | | | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | | | | | | | | | | — | | | | | | ( | | | |
Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | ( | | | |
Total selling, general and administrative expenses | | | | | | | | | | | | | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | |
OIBDA | | | | | | ( | | | | | | ( | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | | | | | | | | | | | | | | ( | | | |
Total costs and expenses | | | | | | | | | | | | | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( | | $ | ( | | | ( |
| | | | | | | | | | | | | | | | | | | | | |
Unallocated Amounts | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net of amounts capitalized | | | | | | | | | | | | | | | | | | | | | ( |
Other, net | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | | | | | | | | | | | | | | | | | | $ | ( |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
The purchases of property and equipment (including capitalized interest related to regulatory authorizations) by segment were as follows:
| | | | | | | | | | | | | | | |
| | Pay-TV | | Wireless | | Broadband and Satellite Services | | Other | | Consolidated Total | |||||
| | (In thousands) | |||||||||||||
For the Three Months Ended March 31, 2026 | | | | | | | | | | | | | | | |
Purchases of property and equipment (including capitalized interest related to regulatory authorizations) | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2025 | | | | | | | | | | | | | | | |
Purchases of property and equipment (including capitalized interest related to regulatory authorizations) | | $ | | | $ | — | | $ | | | $ | | | $ | |
The revenue from customers disaggregated by major revenue source was as follows:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
Category: | | 2026 | | 2025 | ||
| | (In thousands) | ||||
Pay-TV subscriber and related revenue | | | | | | |
Wireless services and related revenue | | | | | | |
Broadband and satellite services and other revenue | | | | | | |
Pay-TV equipment sales and other revenue | | | | | | |
Wireless equipment sales and other revenue | | | | | | |
Broadband equipment and other revenue | | | | | | |
Other equipment and other revenue | | | | | | |
Eliminations | | | ( | | | ( |
Total revenue | | $ | | | $ | |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
12.Revenue Recognition
Contract Balances
Our allowance for credit losses for trade accounts receivable were as follows:
| | | | | | | | | | | | |
| | Pay-TV | | Wireless (1) | | Broadband and Satellite Services | | Consolidated Total | ||||
| | (In thousands) | ||||||||||
Balance, December 31, 2025 | | $ | | | $ | | | $ | | | $ | |
Current period provision for expected credit losses | | | | | | | | | | | | |
Write-offs charged against allowance | | | ( | | | ( | | | ( | | | ( |
Foreign currency translation | | | — | | | — | | | | | | |
Balance, March 31, 2026 | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
| | Pay-TV | | Wireless (1) | | Broadband and Satellite Services | | Consolidated Total | ||||
| | (In thousands) | ||||||||||
Balance, December 31, 2024 | | $ | | | $ | | | $ | | | $ | |
Current period provision for expected credit losses | | | | | | | | | | | | |
Write-offs charged against allowance | | | ( | | | ( | | | ( | | | ( |
Foreign currency translation | | | — | | | — | | | | | | |
Balance, March 31, 2025 | | $ | | | $ | | | $ | | | $ | |
| (1) | Our allowance for credit losses for trade accounts receivable for our Other segment is immaterial and therefore included in the Wireless segment in the table above. |
Contract assets arise when we recognize revenue for providing a service in advance of billing our customers. Our contract assets typically relate to our long-term contracts where we recognize revenue using the cost-based input method and the revenue recognized exceeds the amount billed to the customer.
Our contract assets also include receivables related to sales-type leases recognized over the lease term as the customer is billed. Contract assets are amortized as the customer is billed for services. Contract assets are recorded in “Trade accounts receivable, net” on our Condensed Consolidated Balance Sheets.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
The following table summarizes our contract asset balances:
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Contract assets | | $ | | | $ | |
Contract liabilities arise when we bill our customers and receive consideration in advance of providing the service. Contract liabilities are recognized as revenue when the service has been provided to the customer. Contract liabilities are recorded in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets.
The following table summarizes our contract liability balances:
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Contract liabilities | | $ | | | $ | |
Our beginning of period contract liability recorded as customer contract revenue during 2026 was $
Performance Obligations
Pay-TV and Wireless Segments
We apply a practical expedient and do not disclose the value of the remaining performance obligations for contracts that are less than one year in duration, which represent a substantial majority of our revenue. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of our future revenue.
Broadband and Satellite Services Segment
As of March 31, 2026, the remaining performance obligations for our customer contracts was approximately $
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
Contract Acquisition Costs
The following table presents the activity in our contract acquisition costs, net:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Balance, beginning of period | | $ | | | $ | |
Additions | | | | | | |
Amortization expense | | | ( | | | ( |
Foreign currency translation | | | | | | |
Balance, end of period | | $ | | | $ | |
13.Related Party Transactions
CONX
CONX Corp. is a special purpose acquisition company partially owned by Charles W. Ergen, our Chairman, President and Chief Executive Officer (“CONX”). On May 1, 2024, we and CONX entered into a definitive purchase and sale agreement, which provides for CONX’s purchase from us of the commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless. Concurrently with the transaction closing on May 1, 2024, we entered into an agreement to lease back the property from CONX for an initial 10-year term. During the three months ended March 31, 2026 and 2025, we recorded $
Hughes Systique Corporation
We own
The table below summarizes our transactions with Hughes Systique:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Purchases: | | | | | | |
Purchases from Hughes Systique | | $ | | | $ | |
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Amounts Payable: | | | | | | |
Amounts payable to Hughes Systique | | $ | | | $ | |
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ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)
NagraStar
We own a
The table below summarizes our transactions with NagraStar:
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Purchases (including fees): | | | | | | |
Purchases from NagraStar |
| $ | |
| $ | |
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Amounts Payable and Commitments: | | | | | | |
Amounts payable to NagraStar |
| $ | |
| $ | |
Commitments to NagraStar |
| $ | |
| $ | |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following Management’s Discussion and Analysis of our Financial Condition and Results of Operations together with the condensed consolidated financial statements and notes to our financial statements included elsewhere in this Quarterly Report on Form 10-Q. This management’s discussion and analysis is intended to help provide an understanding of our financial condition, changes in financial condition and results of our operations and contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 under the caption “Item 1A. Risk Factors.” Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation to update any forward-looking statements.
Overview
Recent Developments
AT&T License Purchase Agreement
On August 25, 2025, we and AT&T Mobility II LLC, a Delaware limited liability company, and subsidiary of AT&T Inc. (“AT&T”) entered into a License Purchase Agreement (the “AT&T License Purchase Agreement,” and the transactions contemplated thereby, the “AT&T Transactions”).
Pursuant to the terms and subject to the conditions set forth in the AT&T License Purchase Agreement, we have agreed to sell all our 3.45–3.55 GHz and 600 MHz spectrum licenses (collectively, the “3.45 GHz and 600 MHz Licenses”), and to a 99-year extension of existing leases for AT&T’s exclusive use of certain wireless spectrum licenses in Hawaii for an aggregate purchase price of $22.650 billion in cash, subject to certain potential adjustments (the “Closing Purchase Price”). The AT&T License Purchase Agreement also extends to AT&T the right to lease certain 3.45 GHz licenses from us, which AT&T exercised, subject to a short-term spectrum manager lease, at the end of the third quarter of 2025.
The Closing Purchase Price is subject to downward adjustment in the event certain 3.45 GHz and 600 MHz Licenses are ultimately excluded by either us or AT&T under certain circumstances. We are not obligated to consummate the AT&T Transactions if the Closing Purchase Price, after giving effect to the aggregate amount of any such adjustments, is less than $18.6 billion (the “Minimum Purchase Price”). However, if the aggregate amount of such reductions would otherwise reduce the Closing Purchase Price below the Minimum Purchase Price, AT&T may elect to pay the Minimum Purchase Price at closing, in which case this condition will be deemed satisfied.
The AT&T License Purchase Agreement provides that, at the closing of the AT&T Transactions, any amounts outstanding under that certain Loan and Security Agreement, dated November 26, 2021, between DISH DBS as lender and DISH Network will be repaid in full using proceeds from the AT&T Transactions to the respective holders of the DISH 2021 Intercompany Loan (the “DISH 2021 Intercompany Loan Payoff”). The DISH 2021 Intercompany Loan Payoff includes $2.844 billion due to DISH DBS as of March 31, 2026 for the DISH 2021 Intercompany Loan 2028 Tranche. The DISH 2021 Intercompany Loan is secured by the 3.45 GHz Licenses and certain other wireless spectrum licenses. See Note 9 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information.
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In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”). As of March 31, 2026, the aggregate principal amount outstanding of our 11 3/4% Senior Secured Notes due November 15, 2027 was $3.5 billion and is secured by the 600 MHz Licenses.
The AT&T Transactions are subject to a number of terms and conditions set forth in the AT&T License Purchase Agreement. The completion of the AT&T Transactions are subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, certain government approvals, including, among other things, receipt of certain consents and approvals from the FCC and the United States Department of Justice (the “DOJ”). The AT&T License Purchase Agreement also provides for specified termination rights by each party in certain circumstances. The closing is expected to occur in the first half of 2026. The description of the AT&T License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.
SpaceX License Purchase Agreement
On September 7, 2025, we, Space Exploration Technologies Corp., a Texas corporation (“SpaceX”), and Spectrum Business Trust 2025-1, a Nevada Business Trust (“Trust”), entered into a License Purchase Agreement (the “SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Initial SpaceX Transactions”).
Pursuant to the terms and subject to the conditions set forth in the SpaceX License Purchase Agreement, we agreed to sell to SpaceX our rights and licenses related to an aggregate of 50 MHz of spectrum in frequency ranges 2000–2020, 2180–2200, 1915–1920 and 1995– 2000 (the “AWS-4 and H-Block Licenses” and such spectrum, “the Spectrum”) granted by the FCC, together with certain international authorizations, filings, concessions, licenses, rights and priorities related to that spectrum and certain assets associated therewith (collectively, the “Foreign Assets”).
The transfer of the AWS-4 and H-Block Licenses will occur in two steps: first, the AWS-4 and H-Block Licenses will be transferred by us to the Trust (the “Spectrum Transfer Closing”), and second, the AWS-4 and H-Block Licenses will be transferred by the Trust to SpaceX (the “Spectrum Acquisition Closing”). The Foreign Assets will be transferred directly to SpaceX at the Spectrum Acquisition Closing, to the extent the required regulatory approvals have been obtained by such date; provided, however, that the failure to obtain such approvals will not delay or prevent the Spectrum Acquisition Closing.
The consideration for the Initial SpaceX Transactions payable at the Spectrum Acquisition Closing is $17 billion (the “Total Consideration Amount”). A portion of the Total Consideration Amount (such amount, the “Total Payoff Consideration Amount”) will be used to: (i) fully pay off all outstanding amounts owed on the 10 3/4% Senior Secured Notes due 2029 (the “10 3/4% Secured Notes”) and the 6 3/4% Senior Secured due 2030 (the “6 3/4% Secured Notes”) and (ii) settle the anticipated redemption and conversions of the 3 7/8% Convertible Secured Notes due 2030 (the “Convertible Notes due 2030” and, together with the 10 3/4% Secured Notes and the 6 3/4% Secured Notes, the “Seller Notes”).
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The remaining amount after paying off the Seller Notes (the “Purchase Price”) will be paid by SpaceX to us as follows: (i) up to $8.5 billion will be paid in SpaceX’s Class A Common Stock, valued at $212 per share (the “Equity Amount”); and (ii) any amount of the Purchase Price exceeding $8.5 billion will be paid in cash. If the Total Payoff Consideration Amount exceeds $8.5 billion, we may elect to pay the excess in cash, our Class A Common Stock (with respect to the Convertible Notes due 2030), or both, to maintain our receipt of the full Equity Amount. However, if we elect not to pay such excess amount, the Equity Amount will be reduced dollar-for-dollar to ensure that the combined Equity Amount and Total Payoff Consideration Amount do not exceed the Total Consideration Amount. As of March 31, 2026, the aggregate principal amount outstanding of the Seller Notes was $9.821 billion and is secured by the AWS-4 and AWS-3 Licenses.
The Spectrum Transfer Closing is expected to occur in the first half of 2026. The Spectrum Acquisition Closing is expected to occur on or about November 30, 2027, following the expiration of the make-whole period for the Seller Notes and the date on which the Convertible Notes due 2030 become eligible for redemption. If SpaceX elects to proceed with the Spectrum Acquisition Closing prior to November 30, 2027, SpaceX will be responsible for any additional amounts required to satisfy the Seller Notes, other than additional amounts payable as a result of a default under the Seller Notes.
Additionally, in connection with the SpaceX License Purchase Agreement and the Initial SpaceX Transactions, on September 7, 2025, SpaceX and the Trust entered into a Credit Agreement, pursuant to which SpaceX has agreed upon the Spectrum Transfer Closing to loan to the Trust (via automatically cancellable loans) amounts sufficient to make debt service payments on the Seller Notes through at least November 30, 2027 (the “Interim Debt Service”), which will be secured on a junior lien basis by the AWS-4 and H-Block Licenses. The aggregate amount of payments for the Interim Debt Service through November 30, 2027 will equal approximately $2 billion and will be settled via a loan between us and SpaceX that automatically cancels upon the completion of the Spectrum Acquisition Closing. The Credit Agreement is generally on standard commercial terms and conditions and, as a beneficiary of the Credit Agreement, we have the ability to enforce the parties obligations under the Agreement. As of March 31, 2026, we have made approximately $414 million in cash interest payments on the Seller Notes, which is subject to reimbursement from SpaceX upon the Spectrum Transfer Closing.
The SpaceX License Purchase Agreement also provides for future long-term commercial agreements that will enable us to offer our Wireless subscribers access to SpaceX’s next-generation Starlink Direct to Cell text and voice and broadband services utilizing certain rights and licenses related to the Spectrum that are to be conveyed by us to SpaceX at the Spectrum Acquisition Closing. The commercial agreements will also provide for a fee-based referral program that lets us refer existing customers and new Starlink customers to SpaceX. As of December 31, 2025, we had begun to utilize certain of the rights conveyed under the SpaceX License Purchase Agreement. In addition, we also have begun performing installation and other services for new Starlink customers.
Amended and Restated License Purchase Agreement
On November 5, 2025, we, SpaceX and Trust, entered into an Amended and Restated License Purchase Agreement (the “Amended and Restated SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Amended SpaceX Transactions”), and, together with the Initial SpaceX Transactions, (the “SpaceX Transactions”). The Amended and Restated License Purchase Agreement amends and restates in its entirety the SpaceX License Purchase Agreement, dated as of September 7, 2025, by and among us, SpaceX and Trust.
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Pursuant to the Amended and Restated SpaceX License Purchase Agreement, we and SpaceX have agreed to revise the terms of the previously announced transaction to include the transfer of up to an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695–1710 MHz for each relevant license area (the “AWS-3 Licenses”) from us to SpaceX in exchange for additional consideration of $2.6 billion, all of which will be paid in SpaceX’s Class A Common Stock, valued at $212 per share. As a result of this change, the total consideration for the SpaceX Transactions has increased from $17 billion to approximately $20 billion, with up to $11 billion to be paid in SpaceX’s Class A Common Stock, valued at $212 per share (the “Amended Equity Amount”).
Except as set forth above, the material terms of the Amended and Restated SpaceX License Purchase Agreement are substantially the same as the terms of the SpaceX License Purchase Agreement.
The SpaceX Transactions are subject to a number of terms and conditions set forth in the Amended and Restated SpaceX License Purchase Agreement. The completion of the SpaceX Transactions are subject to the satisfaction or waiver of customary closing conditions, including, among others, receipt of certain consents and approvals from the FCC and DOJ. The Amended and Restated SpaceX License Purchase Agreement also provides for specified termination rights.
The foregoing description of the Amended and Restated SpaceX License Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated SpaceX License Purchase Agreement filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.
Restructuring Support Agreement
On March 19, 2026, we, DISH Network, DISH DBS and certain of DISH DBS’s subsidiaries entered into a restructuring support agreement (the “RSA” and the transactions contemplated thereby, the “Transactions”) with an ad hoc group representing more than 82% of holders of debt securities issued by DISH DBS.
Pursuant to the RSA, and subject to the terms and conditions set forth therein, DISH DBS agreed to prepay, without penalty, certain of its debt securities.
In addition, on March 16, 2026, we prepaid without penalty, the remaining balance of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 totaling approximately $1.6 billion.
Intercompany Loans and Other Settlements
See Note 9 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information on our intercompany loans.
On March 12, 2026, we contributed our receivable from DISH Network under the EchoStar 2024 Intercompany Loan, to DISH Network. As a result of this contribution, the total outstanding balance of the EchoStar 2024 Intercompany Loan including interest paid in kind of $3.890 billion was extinguished.
On March 19, 2026, pursuant to the RSA, DISH Network repaid in full its intercompany loans with DISH DBS, the total outstanding balance of the DISH Q2 2024 Intercompany Loan including interest paid in kind of $1.712 billion and the total outstanding balance of the DISH Q3 2024 Intercompany Loan including interest paid in kind of $535 million.
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The RSA also contemplates (i) repayment of the DISH 2021 Intercompany Loan 2028 Tranche of approximately $2.844 billion, which is expected to occur at the closing of the AT&T Transactions using proceeds from the AT&T Transactions, (ii) repayment or other satisfaction and discharge of the DISH 2021 Intercompany Loan 2026 Tranche of approximately $4.767 billion, and (iii) payment of a settlement amount to consenting creditors of approximately $125 million (the “RSA Settlement”). During the three months ended March 31, 2026, we recorded $125 million of RSA Settlement costs included in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In connection with the RSA, DISH DBS and the consenting creditors agreed that all pending litigation between the parties would be dismissed with prejudice and on March 20, 2026, the parties filed a joint stipulation for dismissal of the litigation with prejudice. The foregoing description of the RSA does not purport to be complete and is qualified in its entirety by reference to the RSA, filed as an exhibit to this Quarterly Report on Form 10-Q.
Purchase and Sale Agreement
On March 12, 2026, DISH Network and certain of its subsidiaries entered into a purchase and sale agreement with DISH DBS, pursuant to which DISH DBS purchased all of the equity of an affiliate and related assets. The transactions also included the transfer of approximately $6 billion of third-party liabilities and related litigation claims. These liabilities and related litigation claims have limited recourse solely to the purchased affiliate.
Future Capital Requirements
The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Our cash and cash equivalents and marketable investment securities totaled $1.516 billion as of March 31, 2026 (“Cash on Hand”). As reflected in the condensed consolidated financial statements as of March 31, 2026, we have $2.0 billion of 7 3/4% Senior Notes due July 1, 2026, $1.377 billion of 5 1/4% Senior Secured Notes and 6 5/8% Senior Notes due August 1, 2026, and $2.750 billion of 5 1/4% Senior Secured Notes due December 1, 2026. In addition, the re-auction of certain AWS-3 licenses previously awarded to Northstar Wireless and SNR Wireless has been designated as Auction 113 and is scheduled to begin on June 2, 2026. We cannot predict with any degree of certainty the outcome of Auction 113, however, we may be required to make a maximum payment up to approximately $2.921 billion for the Northstar Re-Auction Payment and SNR Re-Auction Payment. See Note 10 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information.
As detailed above, upon the closing of the AT&T Transactions, subject to certain conditions and adjustments, we will receive $22.650 billion in cash and upon the closing of the SpaceX Transactions, subject to certain conditions, we will receive approximately $22 billion in consideration which includes $20 billion upon the Spectrum Acquisition Closing in a combination of cash and the Amended Equity Amount (as defined above in “SpaceX Transactions”), and payments for the Interim Debt Service of approximately $2 billion effective with the Spectrum Transfer Closing. These transactions also contemplate the repayment of certain of our debt as described above in “AT&T Transactions” and “SpaceX Transactions,” respectively.
However, until the closing of these transactions, which are subject to receipt of government approvals and other customary conditions, funding is not deemed committed and because we do not currently have the necessary Cash on Hand and/or projected future cash flows or committed financing to fund our obligations for at least twelve months from the issuance of these condensed consolidated financial statements, substantial doubt exists about our ability to continue as a going concern.
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We cannot provide assurances that the AT&T Transactions and SpaceX Transactions will be approved and consummated on the predicted timeline or at all.
The condensed consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we not continue as a going concern.
Segments
We currently operate four primary business segments: (1) Pay-TV; (2) Wireless; (3) Broadband and Satellite Services; and (4) Other.
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.
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.
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 10 “Recent Developments – FCC Review” in the Notes to our Condensed Consolidated Financial Statements, we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we have no customer traffic on our 5G Network.
Our wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated build-out (Commitments #2 and #3 of the Extension Request) and the nationwide 80% coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024. Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.
While the FCC has not yet updated the build-out deadlines in the Universal Licensing System, the licenses remain in effect based upon the submission of our build-out certifications. In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 since we satisfied the remaining Extension Request commitments. See Note 10 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information. Also see Note 10 “Recent Developments – FCC Review” in the Notes to our Condensed Consolidated Financial Statements for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
Economic Environment
During 2025 and the first three 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.
EXPLANATION OF KEY METRICS AND OTHER ITEMS
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.
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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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).
Cost of sales - equipment and other. “Cost of sales – equipment and other” principally includes the cost of wireless devices and other related items, the cost of broadband equipment and networks, as well as costs related to the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized. In addition, prior to January 1, 2024, “Cost of sales – equipment and other” included certain direct costs related to our 5G Network deployment, including lease expense on communication towers and other costs, which is now included in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Furthermore, 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.
Selling, general and administrative expenses. “Selling, general and administrative expenses” consists primarily of direct sales costs, advertising and selling costs, third-party commissions related to the acquisition of subscribers and employee-related costs associated with administrative services such as legal, information systems, and accounting and finance. In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers and the cost of subsidized sales of Pay-TV equipment for new subscribers.
Impairments and other. “Impairments and other” may include, among other things, non-cash impairment and other losses related to our prepaids, inventory, property and equipment, regulatory authorizations, operating lease assets, goodwill and other intangible assets, as well as estimated exit and disposal costs and any gains or losses on the settlement of estimated exit and disposal costs.
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.
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” primarily includes interest expense associated with our long-term debt (net of capitalized interest), prepayment premiums, amortization of debt discounts and debt issuance costs associated with our long-term debt, and interest expense associated with our finance lease obligations.
Other, net. The main components of “Other, net” are gains and losses realized on the sale and/or conversion of marketable and non-marketable investment securities, 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.
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.
DISH TV subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our DISH TV subscriber count. We also provide DISH TV services to hotels, motels and other commercial accounts. For certain of these commercial accounts, we divide our total revenue for these commercial accounts by $34.99, and include the resulting number, which is substantially smaller than the actual number of commercial units served, in our DISH TV subscriber count.
SLING TV subscribers. We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. For customers who subscribe to multiple SLING TV packages, each customer is only counted as one SLING TV subscriber. Prior to August 2025, SLING TV customers receiving SLING TV Freestream service, non-recurring video services, or service for no charge, under certain new subscriber promotions, were excluded from our SLING TV subscriber count. Beginning in August 2025, for certain SLING TV Freestream, Day Pass, Weekend Pass and Week Pass subscribers and other non-recurring video service accounts where we receive non-recurring user and ad insertion revenue (“SLING TV Flexible Offerings”), we divide our total SLING TV Flexible Offerings revenue related to these services by the price of our lowest tier programming package under which a new subscriber can activate, and include the resulting number, which is substantially smaller than the actual number of SLING TV customers receiving SLING TV Flexible Offerings, in the SLING TV subscriber count. All new SLING TV Flexible Offerings subscriber activations after this adjustment are included in net SLING TV subscriber additions for the period, based on the calculation above.
Pay-TV subscribers. Our Pay-TV subscriber count includes all DISH TV and SLING TV subscribers discussed above. For customers who subscribe to both our DISH TV services and our SLING TV services, each subscription is counted as a separate Pay-TV subscriber.
Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate Pay-TV average monthly revenue per Pay-TV subscriber, or Pay-TV ARPU, by dividing average monthly Pay-TV segment “Service revenue,” excluding revenue from broadband services, for the period by our average number of Pay-TV subscribers for the period. The average number of Pay-TV subscribers is calculated for the period by adding the average number of Pay-TV subscribers for each month and dividing by the number of months in the period. The average number of Pay-TV subscribers for each month is calculated by adding the beginning and ending Pay-TV subscribers for the month and dividing by two. SLING TV subscribers on average purchase lower priced programming services than DISH TV subscribers, and therefore, as SLING TV subscribers increase as a percentage of total Pay-TV subscribers, it has had a negative impact on Pay-TV ARPU.
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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.
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.
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.
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.
Wireless average monthly revenue per subscriber (“Wireless ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate average monthly revenue per Wireless subscriber, or Wireless ARPU, by dividing average monthly Wireless subscriber revenue included in “Service revenue” for the period by our average number of Wireless subscribers for the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two.
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Wireless average monthly subscriber churn rate (“Wireless churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our “Wireless churn rate” for any period by dividing the number of Wireless subscribers who terminated service during the period by the average number of Wireless subscribers for the same period, and further dividing by the number of months in the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two. Government subsidized subscriber additions are recorded net of disconnects and therefore excluded from our calculation of our Wireless churn rate.
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.
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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RESULTS OF OPERATIONS – Segments
Business Segments
We currently operate four primary business segments: (1) Pay-TV; (2) Wireless; (3) Broadband and Satellite Services; and (4) Other.
Revenue and operating income (loss) by segment are shown in the table below:
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.
| | | | | | | | | | | |
| | For the Three Months Ended | | | | | | ||||
| | March 31, | | Variance | |||||||
| | 2026 | | 2025 | | Amount | | % | |||
| | (In thousands) | | | |||||||
Revenue: | | | | | | | | | | | |
Pay-TV | | $ | 2,294,264 | | $ | 2,538,727 | | $ | (244,463) | | (9.6) |
Wireless | | | 962,491 | | | 969,668 | | | (7,177) | | (0.7) |
Broadband and Satellite Services | | | 329,656 | | | 370,658 | | | (41,002) | | (11.1) |
Other | | | 90,983 | | | 62,297 | | | 28,686 | | 46.0 |
Eliminations | | | (9,905) | | | (71,592) | | | 61,687 | | 86.2 |
Total revenue | | $ | 3,667,489 | | $ | 3,869,758 | | $ | (202,269) | | (5.2) |
| | | | | | | | | | | |
Operating income (loss): | | | | | | | | | | | |
Pay-TV | | $ | 471,567 | | $ | 653,430 | | $ | (181,863) | | (27.8) |
Wireless | | | (35,782) | | | (93,894) | | | 58,112 | | 61.9 |
Broadband and Satellite Services | | | 44,184 | | | (19,195) | | | 63,379 | | * |
Other | | | (87,295) | | | (628,410) | | | 541,115 | | 86.1 |
Eliminations | | | 173 | | | (63) | | | 236 | | * |
Total operating income (loss) | | $ | 392,847 | | $ | (88,132) | | $ | 480,979 | | * |
* | Percentage is not meaningful |
Total revenue. Our consolidated revenue totaled $3.667 billion for the three months ended March 31, 2026, a decrease of $202 million or 5.2% 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.
Total operating income (loss). Our consolidated operating income totaled $393 million for the three months ended March 31, 2026, compared to a loss of $88 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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Pay-TV Segment
We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, FCC licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). As of March 31, 2026, we had 6.632 million Pay-TV subscribers in the United States, including 4.845 million DISH TV subscribers and 1.787 million SLING TV subscribers.
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.
Trends in our Pay-TV Segment
Competition
Competition has intensified in recent years as the pay-TV industry has matured. We and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. We face substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices, including wireless service providers. In recent years, industry consolidation and convergence has created competitors with greater scale and multiple product/service offerings. These developments, among others, have contributed to intense and increasing competition, and we expect such competition to continue.
We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers and by providing retention credits. Our DISH TV subscriber retention costs may vary significantly from period to period.
Many of our competitors have been especially aggressive by offering discounted programming and services for both new and existing subscribers, including, but not limited to, bundled offers combining broadband, video and/or wireless services and other promotional offers. Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services.
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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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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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RESULTS OF OPERATIONS – Pay-TV Segment
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.
| | | | | | | | | | | |
| | For the Three Months Ended | | | | | | ||||
| | March 31, | | Variance | |||||||
Statements of Operations Data | | 2026 | | 2025 | | Amount | | % | |||
| | (In thousands) | | | |||||||
Revenue: | | | | | | | | | | | |
Service revenue | | $ | 2,261,698 | | $ | 2,524,352 | | $ | (262,654) | | (10.4) |
Equipment sales and other revenue | | | 32,566 | | | 14,375 | | | 18,191 | | * |
Total revenue | | | 2,294,264 | | | 2,538,727 | | | (244,463) | | (9.6) |
| | | | | | | | | | | |
Costs and Expenses: | | | | | | | | | | | |
Cost of services | | | 1,415,700 | | | 1,556,636 | | | (140,936) | | (9.1) |
% of Service revenue | | | 62.6 | % | | 61.7 | % | | | | |
Cost of sales - equipment and other | | | 32,101 | | | 9,672 | | | 22,429 | | * |
Selling, general and administrative expenses | | | 319,030 | | 242,546 | | 76,484 | | 31.5 | ||
% of Total revenue | | | 13.9 | % | | 9.6 | % | | | | |
Depreciation and amortization | | | 55,866 | | | 76,443 | | | (20,577) | | (26.9) |
Total costs and expenses | | | 1,822,697 | | | 1,885,297 | | | (62,600) | | (3.3) |
| | | | | | | | | | | |
Operating income (loss) | | $ | 471,567 | | $ | 653,430 | | $ | (181,863) | | (27.8) |
| | | | | | | | | | | |
Other data: | | | | | | | | | | | |
Pay-TV subscribers, as of period end (in millions) | | | 6.632 | | | 7.397 | | | (0.765) | | (10.3) |
DISH TV subscribers, as of period end (in millions) | | | 4.845 | | | 5.503 | | | (0.658) | | (12.0) |
SLING TV subscribers, as of period end (in millions) | | | 1.787 | | | 1.894 | | | (0.107) | | (5.6) |
Pay-TV subscriber additions (losses), net (in millions) | | | (0.366) | | | (0.381) | | | 0.015 | | 3.9 |
DISH TV subscriber additions (losses), net (in millions) | | | (0.177) | | | (0.183) | | | 0.006 | | 3.3 |
SLING TV subscriber additions (losses), net (in millions) | | | (0.189) | | | (0.198) | | | 0.009 | | 4.5 |
Pay-TV ARPU | | $ | 110.19 | | $ | 110.64 | | $ | (0.45) | | (0.4) |
DISH TV subscriber additions, gross (in millions) | | | 0.032 | | | 0.046 | | | (0.014) | | (30.4) |
DISH TV churn rate | | | 1.41 | % | | 1.36 | % | | 0.05 | % | 3.7 |
DISH TV SAC | | $ | 1,240 | | $ | 1,149 | | $ | 91 | | 7.9 |
Purchases of property and equipment (1) | | $ | 88,128 | | $ | 62,388 | | $ | 25,740 | | 41.3 |
OIBDA | | $ | 527,433 | | $ | 729,873 | | $ | (202,440) | | (27.7) |
* | Percentage is not meaningful. |
(1) Purchases of property and equipment includes satellite purchases during the three months ended March 31, 2026 and 2025 of $59 million and $25 million, respectively.
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Pay-TV Subscribers
DISH TV subscribers. We lost approximately 177,000 net DISH TV subscribers during the three months ended March 31, 2026 compared to the loss of approximately 183,000 net DISH TV subscribers during the same period in 2025. This decrease in net DISH TV subscriber losses primarily resulted from a lower average subscriber base, partially offset by a higher DISH TV churn rate as well as lower gross new DISH TV subscriber activations.
SLING TV subscribers. We lost approximately 189,000 net SLING TV subscribers during the three months ended March 31, 2026 compared to the loss of approximately 198,000 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, partially offset by higher 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 March 31, 2026, we activated approximately 32,000 gross new DISH TV subscribers compared to approximately 46,000 gross new DISH TV subscribers during the same period in 2025, a decrease of 30.4%. This decrease in our gross new DISH TV subscriber activations was primarily related to lower marketing expenditures, the lack of demand and shifting consumer behavior, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.
DISH TV churn rate. Our DISH TV churn rate for the three months ended March 31, 2026 was 1.41% compared to 1.36% for the same period in 2025. Our DISH TV churn rate for the three months ended March 31, 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 March 31, 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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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 $2.262 billion for the three months ended March 31, 2026, a decrease of $263 million or 10.4% 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 $110.19 during the three months ended March 31, 2026 versus $110.64 during the same period in 2025. The $0.45 or 0.4% decrease in Pay-TV ARPU was primarily attributable to a shift in SLING TV subscriber services mix to lower priced programming services, partially offset by the DISH TV programming price increase effective in September 2025.
Cost of services. “Cost of services” totaled $1.416 billion during the three months ended March 31, 2026, a decrease of $141 million or 9.1% 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 March 31, 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. “Cost of services” represented 62.6% and 61.7% of “Service revenue” during the three months ended March 31, 2026 and 2025, respectively. This increase primarily related to higher programming costs per subscriber.
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 $319 million during the three months ended March 31, 2026, a $76 million or 31.5% increase compared to the same period in 2025. This change was primarily related to an increase in legal fees, mainly due to RSA Settlement costs of $75 million, partially offset by a decrease in subscriber acquisition costs resulting from lower gross new DISH TV subscriber activations. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
Depreciation and amortization. “Depreciation and amortization” expense totaled $56 million during the three months ended March 31, 2026, a $21 million or 26.9% 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.
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DISH TV SAC. DISH TV SAC was $1,240 during the three months ended March 31, 2026 compared to $1,149 during the same period in 2025, an increase of $91 or 7.9%. 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 three months ended March 31, 2026 and 2025, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $6 million and $7 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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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 March 31, 2026, we had 7.527 million Wireless subscribers.
Prior to November 15, 2025, we were operating primarily as an MVNO utilizing network services under the MNSA and the NSA and secondarily as an MNO. In light of the AT&T Transactions, we transitioned to a Hybrid MNO 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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RESULTS OF OPERATIONS – Wireless Segment
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.
| | | | | | | | | | | |
| | For the Three Months Ended | | | | | | ||||
| | March 31, | | Variance | |||||||
Statements of Operations Data | | 2026 | | 2025 | | Amount | | % | |||
| | (In thousands) | | | |||||||
Revenue: | | | | | | | | | | | |
Service revenue | | $ | 868,183 | | $ | 809,607 | | $ | 58,576 | | 7.2 |
Equipment sales and other revenue | | | 94,308 | | | 160,061 | | | (65,753) | | (41.1) |
Total revenue | | | 962,491 | | | 969,668 | | | (7,177) | | (0.7) |
| | | | | | | | | | | |
Costs and Expenses: | | | | | | | | | | | |
Cost of services | | | 480,201 | | | 465,462 | | | 14,739 | | 3.2 |
% of Service revenue | | | 55.3 | % | 57.5 | % | | | | ||
Cost of sales - equipment and other | | | 251,147 | | | 349,218 | | | (98,071) | | (28.1) |
Selling, general and administrative expenses | | | 217,426 | | | 228,695 | | (11,269) | | (4.9) | |
% of Total revenue | | | 22.6 | % | 23.6 | % | | | | ||
Depreciation and amortization | | | 49,499 | | | 20,187 | | | 29,312 | | * |
Total costs and expenses | | | 998,273 | | | 1,063,562 | | | (65,289) | | (6.1) |
| | | | | | | | | | | |
Operating income (loss) | | $ | (35,782) | | $ | (93,894) | | $ | 58,112 | | 61.9 |
| | | | | | | | | | | |
Other data: | | | | | | | | | | | |
Wireless subscribers, as of period end (in millions) | | | 7.527 | | | 7.145 | | | 0.382 | | 5.3 |
Wireless subscriber additions, gross (in millions) | | | 0.616 | | | 0.657 | | | (0.041) | | (6.2) |
Wireless subscriber additions (losses), net (in millions) ** | | | 0.016 | | | 0.150 | | | (0.134) | | (89.3) |
Wireless ARPU | | $ | 38.59 | | $ | 37.89 | | $ | 0.70 | | 1.8 |
Wireless churn rate | | | 2.77 | % | 2.83 | % | (0.06) | % | (2.1) | ||
Purchases of property and equipment | | $ | 28,833 | | $ | — | | $ | 28,833 | | * |
OIBDA | | $ | 13,717 | | $ | (73,707) | | $ | 87,424 | | * |
* | Percentage is not meaningful. |
** | Includes Government subsidized subscribers. |
Wireless subscribers. We added approximately 16,000 net Wireless subscribers during the three months ended March 31, 2026 compared to the addition of approximately 150,000 net Wireless subscribers during the same period in 2025. The decrease in net Wireless subscriber additions primarily resulted from lower net Government subsidized subscriber activations and lower gross new Wireless subscriber activations, partially offset by a lower Wireless churn rate compared to the same period in 2025.
Wireless subscribers, gross. During the three months ended March 31, 2026, we activated approximately 616,000 gross new Wireless subscribers compared to approximately 657,000 gross new Wireless subscribers during the same period in 2025, a decrease of 6.2%. This decrease in gross new Wireless subscribers primarily resulted from lower marketing expenditures and our focus on profitable growth under our new variable cost structure due to our transition to a Hybrid MNO. Our gross new Wireless subscribers continue to be negatively impacted by our emphasis on acquiring and retaining higher quality subscribers and increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.
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Wireless churn rate. Our Wireless churn rate for the three months ended March 31, 2026 was 2.77% compared to 2.83% for the same period in 2025. Our Wireless churn rates for the three months ended March 31, 2026 and 2025 were positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.
Service revenue. “Service revenue” totaled $868 million for the three months ended March 31, 2026, an increase of $59 million or 7.2% compared to the same period in 2025. The increase in “Service revenue” compared to the same period in 2025 was primarily related to a higher average Wireless subscriber base and an increase in Wireless ARPU, discussed below.
Wireless ARPU. Wireless ARPU was $38.59 during the three months ended March 31, 2026 versus $37.89 during the same period in 2025. The $0.70 or 1.8% increase in Wireless ARPU was primarily attributable to, among other things, increased sales of value added services.
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $94 million for the three months ended March 31, 2026, a decrease of $66 million or 41.1% compared to the same period in 2025. The decrease in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to a decrease in units shipped and an increase in sales of wireless devices with lower revenue per unit.
Cost of services. “Cost of services” totaled $480 million for the three months ended March 31, 2026, an increase of $15 million or 3.2% compared to the same period in 2025. The increase in “Cost of services” compared to the same period in 2025 was primarily attributable to a higher average Wireless subscriber base and higher monthly dealer incentive costs due to our emphasis on acquiring and retaining higher quality, long-term subscribers. These increases were partially offset by lower network services costs per subscriber as we transition to our Hybrid MNO.
In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core and utilizing AT&T’s network services beginning in September 2025 and prospectively. We also continue to operate as an MVNO utilizing network services under the MNSA and the NSA, respectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $251 million for the three months ended March 31, 2026, a decrease of $98 million or 28.1% compared to the same period in 2025. The decrease in “Cost of sales – equipment and other” compared to the same period in 2025 primarily resulted from a decrease in units shipped and an increase in sales of wireless devices with lower cost per unit, partially offset by lower vendor rebates.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $217 million during the three months ended March 31, 2026, an $11 million decrease compared to the same period in 2025. This change primarily resulted from a decrease in subscriber acquisition costs resulting from lower gross new Wireless subscriber activations, including lower marketing expenditures, partially offset by an increase in costs to support the Wireless segment.
Depreciation and amortization. “Depreciation and amortization” expense totaled $49 million during the three months ended March 31, 2026, a $29 million increase compared to the same period in 2025. This change was primarily driven by depreciation and amortization expense related to our Hybrid MNO for the three months ended March 31, 2026.
In light of the AT&T Transactions, we have transitioned to a Hybrid MNO, which includes operating our 5G Network core beginning in September 2025 and prospectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
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Broadband and Satellite Services Segment
Our Broadband and Satellite Services segment business strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally. We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.
We offer broadband satellite technologies and broadband internet products and services to consumer customers, which include home and small to medium-sized businesses. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We have leveraged our satellite fleet to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise, aeronautical and government markets. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.
We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. Revenue in our satellite services business depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers.
Backlog
As of March 31, 2026, our Broadband and Satellite Services segment had approximately $1.4 billion of contracted revenue backlog. We define the Broadband and Satellite Services segment contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue.
Competition
Our industry is highly competitive. As a global provider of network technologies, products and services, our Broadband and Satellite Services segment competes with a large number of telecommunications and satellite internet service providers.
In our enterprise markets, we compete against multiple categories of providers. In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service and internet protocol-based virtual private networks (VPN), which vary by region. In the in-flight connectivity market, we compete against direct and indirect providers of in-flight WiFi services, such as ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”) and Starlink Services LLC, which is owned by Space Exploration Technologies Corp. (“SpaceX”).
In our consumer broadband satellite technologies and internet services markets, we compete against traditional telecommunications and wireless carriers, other satellite internet providers, as well as fiber optic, cable and wireless internet service providers. Our primary satellite competitors in the North American consumer market are ViaSat and SpaceX, as well as Amazon Leo when launched. Both ViaSat and SpaceX have also entered the South American consumer market and additionally SpaceX has entered the Central American consumer market. Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc.
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RESULTS OF OPERATIONS – Broadband and Satellite Services Segment
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.
| | | | | | | | | | | |
| | For the Three Months Ended | | | | | | ||||
| | March 31, | | Variance | |||||||
Statements of Operations Data | | 2026 | | 2025 | | Amount | | % | |||
| | (In thousands) | | | |||||||
Revenue: | | | | | | | | | | | |
Service revenue | | $ | 248,659 | | $ | 276,944 | | $ | (28,285) | | (10.2) |
Equipment sales and other revenue | | | 80,997 | | | 93,714 | | | (12,717) | | (13.6) |
Total revenue | | | 329,656 | | | 370,658 | | | (41,002) | | (11.1) |
| | | | | | | | | | | |
Costs and Expenses: | | | | | | | | | | | |
Cost of services | | | 102,352 | | | 113,125 | | | (10,773) | | (9.5) |
% of Service revenue | | | 41.2 | % | | 40.8 | % | | | | |
Cost of sales - equipment and other | | | 70,890 | | | 81,734 | | | (10,844) | | (13.3) |
% of Equipment sales and other revenue | | | 87.5 | % | | 87.2 | % | | | | |
Selling, general and administrative expenses | | | 62,290 | | | 90,096 | | (27,806) | | (30.9) | |
% of Total revenue | | | 18.9 | % | | 24.3 | % | | | | |
Depreciation and amortization | | | 49,940 | | | 104,898 | | | (54,958) | | (52.4) |
Total costs and expenses | | | 285,472 | | | 389,853 | | | (104,381) | | (26.8) |
| | | | | | | | | | | |
Operating income (loss) | | $ | 44,184 | | $ | (19,195) | | $ | 63,379 | | * |
| | | | | | | | | | | |
Other data: | | | | | | | | | | | |
Broadband subscribers, as of period end (in millions) | | | 0.681 | | | 0.853 | | | (0.172) | | (20.2) |
Broadband subscriber additions (losses), net (in millions) | | | (0.058) | | | (0.030) | | | (0.028) | | (93.3) |
Purchases of property and equipment (1) | | $ | 11,610 | | $ | 32,103 | | $ | (20,493) | | (63.8) |
OIBDA | | $ | 94,124 | | $ | 85,703 | | $ | 8,421 | | 9.8 |
* | Percentage is not meaningful. |
(1) Purchases of property and equipment includes satellite purchases during the three months ended March 31, 2026 and 2025 of zero and $1 million, respectively.
Broadband subscribers. We lost approximately 58,000 net Broadband subscribers during the three months ended March 31, 2026 compared to the loss of approximately 30,000 net Broadband subscribers during the same period in 2025. The increase in net Broadband subscriber losses was primarily due to lower gross subscriber additions. We continue to experience increased competition from satellite-based competitors and other technologies.
Service revenue. “Service revenue” totaled $249 million for the three months ended March 31, 2026, a decrease of $28 million, or 10.2%, as compared to 2025. The decrease was primarily attributable to lower sales of broadband services to our North American consumer customers, partially offset by higher sales of broadband services to our North American enterprise customers.
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Equipment sales and other revenue. “Equipment sales and other revenue” totaled $81 million for the three months ended March 31, 2026, a decrease of $13 million, or 13.6%, as compared to 2025. The decrease was primarily attributable to lower hardware sales to our international enterprise customers.
Cost of services. “Cost of services” totaled $102 million for the three months ended March 31, 2026, a decrease of $11 million, or 9.5%, as compared to 2025. The decrease was primarily attributable to lower costs of broadband services to our North American consumer and international enterprise customers, partially offset by higher costs of broadband services to our North American enterprise customers. Our “Cost of services” represented 41.2% and 40.8% of “Service revenue” during the three months ended March 31, 2026 and 2025, respectively.
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $71 million for the three months ended March 31, 2026, a decrease of $11 million, or 13.3%, as compared to 2025. The decrease was primarily attributable to lower costs of equipment to international enterprise customers. Our “Cost of sales – equipment and other” represented 87.5% and 87.2% of “Equipment sales and other revenue” during the three months ended March 31, 2026 and 2025, respectively.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $62 million for the three months ended March 31, 2026, a decrease of $28 million, or 30.9%, as compared to 2025. The decrease was primarily attributable to lower marketing expenditures and lower costs to support the Broadband and Satellite Services segment due to cost reduction measures.
Depreciation and amortization. “Depreciation and amortization” expense totaled $50 million for the three months ended March 31, 2026, a decrease of $55 million, or 52.4%, as compared to 2025. This change was primarily driven by a decrease in depreciation expense for the assets impaired during the fourth quarter of 2025.
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Other Segment
Our Other segment primarily consists of our legacy 5G Network and 5G Network deployment operations that will not be utilized in the Wireless segment’s Hybrid MNO business. As a result of the unforeseeable actions by the FCC, as detailed in Note 10 “Recent Developments – FCC Review” in the Notes to our Condensed Consolidated Financial Statements, we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we have no customer traffic on our 5G Network.
We have invested a total of over $30 billion in wireless spectrum licenses. The $30 billion of investments related to wireless spectrum licenses does not include $10 billion of capitalized interest related to the carrying value of such licenses. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information. A significant number of these licenses are included in the AT&T Transactions and SpaceX Transactions as detailed in “Recent Developments” in Note 1 in the Notes to our Condensed Consolidated Financial Statements
Our wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated build-out (Commitments #2 and #3 of the Extension Request) and the nationwide 80% coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024. Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.
While the FCC has not yet updated the build-out deadlines in the Universal Licensing System, the licenses remain in effect based upon the submission of our build-out certifications. In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 since we satisfied the remaining Extension Request commitments. See Note 10 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information. Also see Note 10 “Recent Developments – FCC Review” in the Notes to our Condensed Consolidated Financial Statements for further information on the FCC’s completed review of our compliance with our obligations regarding our federal spectrum licenses.
We will need to raise additional capital in the future if the AT&T Transactions and SpaceX Transactions are not completed, which may not be available on favorable terms or at all, to, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. See Note 10 in the Notes to our Condensed Consolidated Financial Statements for definitions and further information.
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RESULTS OF OPERATIONS – Other Segment
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.
| | | | | | | | | | | |
| | For the Three Months Ended | | | | | | ||||
| | March 31, | | Variance | |||||||
Statements of Operations Data | | 2026 | | 2025 | | Amount | | % | |||
| | (In thousands) | | | |||||||
Revenue: | | | | | | | | | | | |
Service revenue | | $ | — | | $ | — | | $ | — | | * |
Equipment sales and other revenue | | | 90,983 | | | 62,297 | | | 28,686 | | 46.0 |
Total revenue | | | 90,983 | | | 62,297 | | | 28,686 | | 46.0 |
| | | | | | | | | | | |
Costs and Expenses: | | | | | | | | | | | |
Cost of services | | | — | | | 343,080 | | | (343,080) | | * |
Cost of sales - equipment and other | | | 183,132 | | | — | | | 183,132 | | * |
Selling, general and administrative expenses | | | 50,000 | | | 43,698 | | | 6,302 | | 14.4 |
Depreciation and amortization | | | 11,305 | | | 303,929 | | | (292,624) | | (96.3) |
Impairments and other | | | (66,159) | | | — | | | (66,159) | | * |
Total costs and expenses | | | 178,278 | | | 690,707 | | | (512,429) | | (74.2) |
| | | | | | | | | | | |
Operating income (loss) | | $ | (87,295) | | $ | (628,410) | | $ | 541,115 | | 86.1 |
| | | | | | | | | | | |
Other data: | | | | | | | | | | | |
Purchases of property and equipment | | $ | 4,864 | | $ | 163,936 | | $ | (159,072) | | (97.0) |
OIBDA | | $ | (75,990) | | $ | (324,481) | | $ | 248,491 | | 76.6 |
* | Percentage is not meaningful. |
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $91 million for the three months ended March 31, 2026, an increase of $29 million or 46.0% compared to the same period in 2025. The increase in “Equipment sales and other revenue” compared to the same period in 2025 was primarily related to leased spectrum revenue, partially offset by lower intercompany MNO revenue.
Cost of services and Cost of sales – equipment and other. “Cost of services” and “Cost of sales – equipment and other” totaled $183 million for the three months ended March 31, 2026, a decrease of $160 million compared to the same period in 2025. Beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of services” excludes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs, which are now included in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. Beginning in September 2025, lease expense on communication towers and other related costs for our 5G Network have decreased, offset by the accretion of lease liabilities and certain liabilities established for exit, disposal and other costs related to the termination of our 5G Network deployment. We expect the accretion for these liabilities to continue prospectively. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
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Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $50 million for the three months ended March 31, 2026, an increase of $6 million, or 14.4%, as compared to 2025. This change was primarily related to an increase in legal fees, mainly due to RSA Settlement costs of $50 million. See Note 1 in the Notes to our Condensed Consolidated Financial Statements for further information.
Depreciation and amortization. “Depreciation and amortization” expense totaled $11 million during the three months ended March 31, 2026, a $293 million or 96.3% decrease compared to the same period in 2025. This change was primarily driven by no depreciation expense for the 5G Network assets impaired during the third quarter of 2025.
In August 2025, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business and in September 2025 we recorded a non-cash impairment for certain 5G Network assets. As a result, we no longer have depreciation expense related to these 5G Network assets effective September 2025.
Impairments and other. “Impairments and other” totaled $66 million during the three months ended March 31, 2026. This amount primarily related to gains on the settlement of our estimated exit, disposal and other costs related to the termination of our 5G Network deployment.
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OTHER CONSOLIDATED RESULTS
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.
| | | | | | | | | | | |
| | For the Three Months Ended | | | | | | ||||
| | March 31, | | Variance | |||||||
Statements of Operations Data | | 2026 | | 2025 | | Amount | | % | |||
| | (In thousands) | | ||||||||
Operating income (loss) | | $ | 392,847 | | $ | (88,132) | | $ | 480,979 | | * |
| | | | | | | | | | | |
Other Income (Expense): | | | | | | | | | | | |
Interest income | | | 29,409 | | | 65,529 | | | (36,120) | | (55.1) |
Interest expense, net of amounts capitalized | | | (592,660) | | | (286,055) | | | (306,605) | | * |
Other, net | | | 2,184 | | | 41,390 | | | (39,206) | | (94.7) |
Total other income (expense) | | | (561,067) | | | (179,136) | | | (381,931) | | * |
| | | | | | | | | | | |
Income (loss) before income taxes | | | (168,220) | | | (267,268) | | | 99,048 | | 37.1 |
Income tax (provision) benefit, net | | | 20,920 | | | 63,987 | | | (43,067) | | (67.3) |
Effective tax rate | | | 12.4 | % | | 23.9 | % | | | | |
Net income (loss) | | | (147,300) | | | (203,281) | | | 55,981 | | 27.5 |
Less: Net income (loss) attributable to noncontrolling interests, net of tax | | | (415) | | | (612) | | | 197 | | 32.2 |
Net income (loss) attributable to EchoStar | | $ | (146,885) | | $ | (202,669) | | $ | 55,784 | | 27.5 |
*Percentage is not meaningful.
Interest income. “Interest income” totaled $29 million during the three months ended March 31, 2026, a decrease of $36 million compared to the same period in 2025. This decrease primarily resulted from lower average cash and marketable investment securities balances and lower percentage returns earned on our cash and marketable investment securities during the three months ended March 31, 2026.
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $593 million during the three months ended March 31, 2026, an increase of $307 million compared to the same period in 2025. The three months ended March 31, 2026 was negatively impacted by a $308 million decrease in capitalized interest compared to the same period in 2025 due to fewer activities that qualify for capitalization. As a result of the termination of the deployment of our 5G Network, we no longer have 5G Network activities that qualify for capitalization and as such ceased capitalizing interest on the 5G Network qualifying assets at the end of August 2025. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
Other, net. “Other, net” income totaled $2 million during the three months ended March 31, 2026, a decrease of $39 million compared to the same period in 2025. The three months ended March 31, 2025 was positively impacted by $24 million in net gains on marketable and non-marketable investment securities and $11 million of early debt extinguishment gains from the repurchases of our senior secured notes. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information.
Income tax (provision) benefit, net. Our income tax benefit was $21 million during the three months ended March 31, 2026, a decrease of $43 million compared to the same period in 2025. The change was primarily related to a decrease in loss before income taxes and the change in our effective tax rate during the three months ended March 31, 2026. Our effective tax rate during the three months ended March 31, 2026 was impacted by state valuation allowances.
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Non-GAAP Performance Measures and Reconciliation
It is management’s intent to provide non-GAAP financial information to enhance the understanding of our financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.
Segment OIBDA and Adjusted OIBDA
Segment OIBDA and Adjusted OIBDA, which are presented below, are non-GAAP measures and do not purport to be alternatives to operating income (loss) as a measure of operating performance.
Segment OIBDA is calculated by adding back depreciation and amortization expense to business segments operating income (loss). See Note 11 to the Notes to our Condensed Consolidated Financial Statements for further information. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in evaluating operating performance in relation to our competitors.
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Segment Adjusted OIBDA is calculated by adding back depreciation and amortization expense and impairments and other to business segments operating income (loss). We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments as it excludes one-time, non-cash items that we do not consider to be reflective of our ongoing operating performance.
| | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2026 | | Pay-TV | | Wireless | | Broadband and Satellite Services | | Other | | | | Consolidated Total | ||||||
| | (In thousands) | ||||||||||||||||
Segment operating income (loss) | | $ | 471,567 | | $ | (35,782) | | $ | 44,184 | | $ | (87,295) | | $ | 173 | | $ | 392,847 |
Depreciation and amortization | | | 55,866 | | | 49,499 | | | 49,940 | | | 11,305 | | | (9) | | | 166,601 |
OIBDA | | | 527,433 | | | 13,717 | | | 94,124 | | | (75,990) | | | 164 | | | 559,448 |
Impairments and other | | | — | | | — | | | — | | | (66,159) | | | — | | | (66,159) |
Adjusted OIBDA | | $ | 527,433 | | $ | 13,717 | | $ | 94,124 | | $ | (142,149) | | $ | 164 | | $ | 493,289 |
| | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2025 | | | | | | | | | | | | | | | | | | |
Segment operating income (loss) | | $ | 653,430 | | $ | (93,894) | | $ | (19,195) | | $ | (628,410) | | $ | (63) | | $ | (88,132) |
Depreciation and amortization | | | 76,443 | | | 20,187 | | | 104,898 | | | 303,929 | | | (17,124) | | | 488,333 |
OIBDA | | | 729,873 | | | (73,707) | | | 85,703 | | | (324,481) | | | (17,187) | | | 400,201 |
Impairments and other | | | — | | | — | | | — | | | — | | | — | | | — |
Adjusted OIBDA | | $ | 729,873 | | $ | (73,707) | | $ | 85,703 | | $ | (324,481) | | $ | (17,187) | | $ | 400,201 |
The changes in OIBDA and Adjusted OIBDA during the three months ended March 31, 2026, compared to the same period in 2025, were primarily a result of the factors described in connection with operating revenues and operating expenses.
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GUARANTOR FINANCIAL INFORMATION
Our senior secured notes, consisting of our 10 3/4% Senior Secured Notes due 2029 and 6 3/4% Senior Secured Notes due 2030 and our 3 7/8% Convertible Secured Notes due 2030 (together, the “EchoStar Notes”), are jointly and severally guaranteed on a senior secured basis by certain of our wholly-owned subsidiaries (the “Guarantors”). The Guarantors consist of, Northstar Wireless, L.L.C., SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. (the “Spectrum Assets Guarantors”) and Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. the (“Equity Pledge Guarantors”).
Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee the EchoStar Notes. The guarantee of the Guarantors will be discharged and released in accordance with the terms of the applicable indenture. The rights of holders of the EchoStar Notes against the Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law.
Each entity in the summarized combined financial information follows the same accounting policies as described in our condensed consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis and is derived from EchoStar’s condensed consolidated financial statements; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.
As a result of the RSA in the first quarter of 2026, the combined obligor group of the EchoStar Notes includes certain amounts previously not included.
The summarized balance sheet information for the combined obligor group of the EchoStar Notes is presented in the table below.
| | | | | | |
| | As of | ||||
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Current assets | | $ | 1,679,258 | | $ | 2,913,656 |
Noncurrent assets | | | 12,363,865 | | | 12,386,980 |
Current liabilities | | | 679,954 | | | 380,977 |
Noncurrent liabilities | | | 9,656,478 | | | 9,382,826 |
Due from non-guarantors | | | 1,639,897 | | | 1,378,026 |
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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 Three Months Ended | |
| | March 31, 2026 | |
| | (In thousands) | |
Total revenues | | $ | 164 |
Operating income (loss) | | | (52,117) |
Net income (loss) | | | (195,828) |
LIQUIDITY AND CAPITAL RESOURCES
Cash, Cash Equivalents, Current Restricted Cash and Cash Equivalents and Current Marketable Investment Securities
We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information regarding our current restricted cash and cash equivalents and marketable investment securities. As of March 31, 2026, our cash, cash equivalents, current restricted cash and cash equivalents, and current marketable investment securities totaled $1.516 billion compared to $3.160 billion as of December 31, 2025, a decrease of $1.644 billion. This decrease in cash, cash equivalents, current restricted cash and cash equivalents and current marketable investment securities primarily resulted from the redemption of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 of $1.787 billion and capital expenditures of $133 million (including capitalized interest related to regulatory authorizations), partially offset by cash generated from operating activities of $238 million.
Cash Flow
The following discussion highlights our cash flow activities during the three months ended March 31, 2026.
Cash flows from operating activities
For the three months ended March 31, 2026, we reported inflows from “Net cash flows from operating activities” of $238 million was attributable to $62 million of “Net income (loss)” adjusted to exclude the non-cash items for “Depreciation and amortization” expense, “Impairments and other,” “Realized and unrealized losses (gains) and impairments on investments and other,” “Non-cash, stock-based compensation” expense, and “Deferred tax expense (benefit).” In addition, “Net cash flows from operating activities” was impacted by the timing difference between book expense and cash payments, including income taxes, cash interest payments and other working capital changes.
Cash flows from investing activities
For the three months ended March 31, 2026, we reported inflows from “Net cash flows from investing activities” of $849 million primarily related to $944 million in net sales of marketable investment securities, partially offset by capital expenditures of $133 million (including capitalized interest related to regulatory authorizations).
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Cash flows from financing activities
For the three months ended March 31, 2026, we reported outflows from “Net cash flows from financing activities” of $1.783 billion primarily related to the redemption of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 of $1.787 billion.
Free Cash Flow
We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” and (ii) “Capitalized interest related to regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows. We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments (including strategic investments), fund acquisitions and for certain other activities. Free cash flow is not a measure determined in accordance with GAAP and should not be considered a substitute for “Operating income (loss),” “Net income (loss),” “Net cash flows from operating activities” or any other measure determined in accordance with GAAP. Since free cash flow includes investments in operating assets, we believe this non-GAAP liquidity measure is useful in addition to the most directly comparable GAAP measure “Net cash flows from operating activities.”
Free cash flow can be significantly impacted from period to period by changes in “Net income (loss)” adjusted to exclude certain non-cash charges, operating assets and liabilities, “Purchases of property and equipment” and “Capitalized interest related to regulatory authorizations.” These items are shown in the “Net cash flows from operating activities” and “Net cash flows from investing activities” sections on our Condensed Consolidated Statements of Cash Flows included herein. Operating asset and liability balances can fluctuate significantly from period to period and there can be no assurance that free cash flow will not be negatively impacted by material changes in operating assets and liabilities in future periods, since these changes depend upon, among other things, management’s timing of payments and control of inventory levels, and cash receipts. In addition to fluctuations resulting from changes in operating assets and liabilities, free cash flow can vary significantly from period to period depending upon, among other things, subscriber additions (losses), service revenue, subscriber churn, subscriber acquisition and retention costs including amounts capitalized under our equipment lease programs for DISH TV subscribers, operating efficiencies, increases or decreases in purchases of property and equipment, expenditures related to our Hybrid MNO network, cash interest payments and other factors and historical expenditures for our 5G Network.
The following table reconciles free cash flow to “Net cash flows from operating activities.”
| | | | | | |
| | For the Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
| | (In thousands) | ||||
Net cash flows from operating activities | | $ | 238,284 | | $ | 206,755 |
Purchases of property and equipment (including capitalized interest related to regulatory authorizations) | | | (133,435) | | | (378,484) |
Free cash flow | | $ | 104,849 | | $ | (171,729) |
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Operational Liquidity
We make general investments in property such as, among others, satellites, wireless devices, set-top boxes, information technology and facilities that support our businesses. For some of these investments, changes in trade policies, including, but not limited to, tariffs and other restrictions, could increase, among other things, our costs, disrupt our supply chain and negatively affect our business, operations and financial condition.
Since we are primarily a subscriber-based company, we make subscriber-specific investments to acquire new subscribers and retain existing subscribers. While the general investments may be deferred without impacting the business in the short-term, the subscriber-specific investments are less discretionary. Our overall objective is to generate sufficient cash flow over the life of each subscriber to provide an adequate return against the upfront investment. Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment.
There are a number of factors that impact our future cash flow compared to the cash flow we generate at a given point in time. The first factor is our churn rate and how successful we are at retaining our current subscribers. To the extent we lose subscribers from our existing base, the positive cash flow from that base is correspondingly reduced. The second factor is how successful we are at maintaining our service margins. To the extent our “Cost of services” grow faster than our “Service revenue,” the amount of cash flow that is generated per existing subscriber is reduced. Our Pay-TV service margins have been reduced by, among other things, higher programming costs. Our Wireless service margins are impacted by, among other things, our MNSA agreement with T-Mobile and our NSA agreement with AT&T and the speed with which we are able to transition Wireless subscribers to our Hybrid MNO network. The third factor is the rate at which we acquire new Pay-TV, Wireless and Broadband subscribers. The faster we acquire new subscribers, the more our positive ongoing cash flow from existing subscribers is offset by the negative upfront cash flow associated with acquiring new subscribers. Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period.
Finally, our future cash flow is impacted by, among other things, the rate at which we incur litigation expense, make cash interest payments, participate in FCC wireless spectrum auctions, settle contractual obligations and any cash flow from financing activities. We expect our capital expenditures (including capitalized interest) to continue to decrease during 2026. As a result, our historical cash flow is not necessarily indicative of our future cash flows. In addition, declines in our subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines for some if not all of our segments will not continue.
Beginning on October 1, 2025, and ending at the close of business on June 30, 2026, our 3 7/8% Convertible Secured Notes due 2030 are convertible, at the option of the holders. These notes are convertible, at our election, into cash, a total of approximately 58 million shares of our Class A common stock, or a combination thereof. These notes may continue to be convertible in future periods and determination of convertibility is calculated quarterly based on, among other things, the trading price of our Class A common stock. See Note 9 in the Notes to our Condensed Consolidated Financial Statements for further information.
Subscriber Base – Pay TV, Wireless and Broadband and Satellite Services Segments
See “Results of Operations” above for further information.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Subscriber Acquisition and Retention Costs
We incur significant upfront costs to acquire Pay-TV, Wireless and Broadband subscribers, including, but not limited to, advertising, independent third-party retailer incentives, payments made to third parties, equipment and wireless device subsidies, installation services and/or new customer promotions. While we attempt to recoup these upfront costs over the lives of their subscription, there can be no assurance that we will be successful in achieving that objective. We employ certain business rules for acquiring subscribers, including, but not limited to, minimum credit requirements, identity verification and contractual commitments. We strive to provide outstanding customer service to increase the likelihood of customers keeping their service over longer periods of time. Our subscriber acquisition costs may vary significantly from period to period.
We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers, and by providing retention credits. As with our subscriber acquisition costs, our retention upgrade spending includes the cost of equipment and installation services. In certain circumstances, we also offer programming at no additional charge and/or promotional pricing for limited periods to existing customers in exchange for a contractual commitment to receive service for a minimum term. A component of our retention efforts includes the installation of equipment for customers who move. Retention costs for Wireless subscribers are primarily related to promotional pricing on upgraded wireless devices for qualified existing subscribers and promotional credits. Our DISH TV and Wireless subscriber retention costs may vary significantly from period to period.
Seasonality
Historically, the first half of the year generally produces fewer gross new DISH TV subscriber activations than the second half of the year, as is typical in the pay-TV industry. In addition, the first and fourth quarters generally produce a lower DISH TV churn rate than the second and third quarters. However, in recent years, as the pay-TV industry has matured, we and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. As a result, historical trends in seasonality described above may not be indicative of future trends.
Our net SLING TV subscriber additions are impacted by, among other things, certain major sporting events and other major television events. The first and third quarters generally produce higher gross new Wireless subscriber activations. The historical trends discussed above, for net DISH TV subscriber additions, net SLING TV subscriber additions and gross new Wireless subscriber activations, may not be indicative of future trends. There can be no assurance that these trends will not continue and/or accelerate.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Satellites
Pay-TV Segment. Operation of our DISH TV services requires that we have adequate satellite transmission capacity for the programming that we offer. Moreover, competitive conditions may require that we expand our offering of new programming. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of critical programming or a significant delay in our plans to expand programming as necessary to remain competitive and cause us to expend a significant portion of our cash to acquire or lease additional satellite capacity.
Broadband and Satellite Services Segment. Operation of our Broadband and Satellite Services segment also requires adequate satellite transmission capacity for the services that we offer. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of services.
Covenants and Restrictions Related to our Long-Term Debt
We are subject to the covenants and restrictions set forth in the indentures related to our long-term debt.
EchoStar Corporation
The indentures related to our outstanding EchoStar senior secured notes and convertible senior secured notes contain restrictive covenants that impose limitations on our and certain of our subsidiaries’ ability to, among other things,: (i) incur or guarantee additional indebtedness; (ii) make certain investments and other restricted payments; (iii) create liens; (iv) enter into certain transactions with affiliates; (v) merge or consolidate with another company; (vi) transfer or sell assets; (vii) allow to exist certain restrictions on paying dividends or other payments; and (viii) guarantor engagement in new activities. Should we fail to comply with these covenants, all or a portion of the debt under the senior secured notes could become immediately payable. The senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the convertible senior secured notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their convertible notes. As of the date of filing of this Quarterly Report on Form 10-Q, we were in compliance with the covenants and restrictions related to our respective long-term debt.
DISH Network and DISH DBS Corporation
The indentures related to our outstanding senior notes issued by DISH DBS Corporation (“DISH DBS”) contain restrictive covenants that impose limitations on the ability of DISH DBS and its restricted subsidiaries to, among other things,: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. The indentures related to our outstanding DISH Network and DISH DBS senior secured notes contain restrictive covenants that, among other things, impose limitations on our ability and certain of our subsidiaries to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on our capital stock or repurchase our capital stock; (iv) make certain investments of spectrum collateral; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets.
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Should we fail to comply with these covenants, all or a portion of the debt under the senior notes, senior secured notes and our other long-term debt could become immediately payable. The senior notes and senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the Convertible Notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their Convertible Notes. As of the date of filing of this Quarterly Report on Form 10-Q, we, DISH Network and DISH DBS were in compliance with the covenants and restrictions related to our respective long-term debt.
Hughes Satellite Systems Corporation
The indentures related to our outstanding senior notes issued by Hughes Satellite Systems Corporation (“HSSC”) contain restrictive covenants that impose limitations on the ability of HSSC and its restricted subsidiaries to, among other things,: (i) incur additional indebtedness; (ii) pay dividends or make distributions on HSSC’s capital stock or repurchase HSSC’s capital stock; (iii) allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. As of the date of filing of this Quarterly Report on Form 10-Q, we and HSSC were in compliance with the covenants and restrictions related to our respective long-term debt.
Other
We are also vulnerable to fraud, particularly in the acquisition of new subscribers, which includes the sale of wireless devices. While we are addressing the impact of subscriber fraud through a number of actions, there can be no assurance that we will not continue to experience fraud or that any fraud we have experienced does not accelerate, which could impact our subscriber growth and churn. Economic weakness may create greater incentive for signal theft, piracy and subscriber fraud, which could lead to higher subscriber churn and reduced revenue.
Obligations and Future Capital Requirements
Contractual Obligations
See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.
Future Capital Requirements
We expect to fund our future working capital, capital expenditures, other investments and debt service requirements for the next twelve months from cash generated from operations, existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.
The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies, depending on, among other things, the potential purchase of additional wireless spectrum licenses, including any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC, and the rate at which we acquire new subscribers and the cost of subscriber acquisition and retention. Certain of our capital expenditures for 2026 are expected to be driven by costs associated with our Hybrid MNO network and subscriber premises equipment. These expenditures are necessary for our Hybrid MNO network as well as to operate and maintain our DISH TV services. Consequently, we consider certain of them to be non-discretionary.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Our capital expenditures vary depending on, among other things, the number of satellites leased or under construction at any point in time and could increase materially as a result of increased competition, significant satellite failures or economic weakness and uncertainty. Our DISH TV and Broadband subscriber bases have been declining and there can be no assurance that both subscriber bases will not continue to decline and that the pace of such decline will not accelerate. In the event that our DISH TV and Broadband subscriber bases continues to decline, it will have a material adverse long-term effect on our cash flow.
Volatility in the financial markets has made it more difficult at times for issuers of high-yield indebtedness, such as us, to access capital markets at favorable terms or at all. These developments may have a significant effect on our cost of financing and our liquidity position.
Availability of Credit and Effect on Liquidity
The ability to raise capital has generally existed for us despite economic weakness and uncertainty. While modest fluctuations in the cost of capital will not likely impact our current operational plans, significant fluctuations could have a material adverse effect on our business, results of operations and financial condition.
Debt Issuances and Maturities
Maturities
7 3/4% Senior Notes due 2026. Our 7 3/4% Senior Notes due 2026 with a principal balance of approximately $2.0 billion mature on July 1, 2026. We expect to fund this obligation from existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.
5 1/4% Senior Secured Notes due 2026. During the year ended December 31, 2025, we repurchased approximately $123 million of our 5 1/4% Senior Secured Notes due 2026 in open market trades. The remaining balance of approximately $627 million matures on August 1, 2026. The issuer of the 5 1/4% Senior Secured Notes due 2026, our subsidiary Hughes Satellite Systems Corporation (“HSSC”), does not currently have the necessary cash and cash equivalents and marketable investment securities and/or projected future cash flows or committed financing to fund this obligation. HSSC will need to raise additional capital, refinance and/or restructure all or a portion of such obligation prior to maturity, which may not be available on favorable terms or at all. In addition, we may or may not provide additional liquidity to HSSC in the future necessary to meet this obligation.
6 5/8% Unsecured Senior Notes due 2026. Our 6 5/8% Unsecured Senior Notes due 2026 with a principal balance of approximately $750 million mature on August 1, 2026. The issuer of the 6 5/8% Unsecured Senior Notes due 2026, our subsidiary HSSC, does not currently have the necessary cash and cash equivalents and marketable investment securities and/or projected future cash flows or committed financing to fund this obligation. HSSC will need to raise additional capital, refinance and/or restructure all or a portion of such obligation prior to maturity, which may not be available on favorable terms or at all. In addition, we may or may not provide additional liquidity to HSSC in the future necessary to meet this obligation.
3 3/8% Convertible Notes due 2026. Our 3 3/8% Convertible Notes due 2026 with a principal balance of approximately $45 million matures on August 15, 2026. We expect to fund this obligation from existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.
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5 1/4% Senior Secured Notes due 2026. Our 5 1/4% Senior Secured Notes due 2026 with a principal balance of approximately $2.750 billion mature on December 1, 2026. We expect to fund this obligation from existing restricted and unrestricted cash, cash equivalents and marketable investment securities balances and cash generated from the AT&T Transactions and SpaceX Transactions, as detailed in Note 1 in the Notes to our Condensed Consolidated Financial Statements.
Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029. During the three months ended March 31, 2026, we repaid approximately $202 million of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029. On March 16, 2026, we prepaid without penalty, the remaining balance of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 totaling approximately $1.6 billion.
New Accounting Pronouncements
See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the three months ended March 31, 2026. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. CONTROLS AND PROCEDURES
Conclusion regarding disclosure controls and procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in internal control over financial reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
See Note 10 “Commitments and Contingencies – Contingencies – Litigation” in the Notes to our Condensed Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.
Item 1A. RISK FACTORS
Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Stock Repurchase Program
The following table provides information regarding repurchases of our Class A common stock from January 1, 2026 through March 31, 2026:
| | | | | | | | | | |
| | | | | | | Total Number of | | Maximum Approximate | |
| | Total | | | | | Shares Purchased | | Dollar Value of Shares | |
| | Number of | | Average | | as Part of Publicly | | that May Yet be | ||
| | Shares | | Price Paid | | Announced | | Purchased Under the | ||
Period | | Purchased | | per Share | | Programs | | Programs (1) | ||
| | (In thousands, except share data) | ||||||||
January 1, 2026 - January 31, 2026 | | — | | $ | — | | — | | $ | 951,488 |
February 1, 2026 - February 25, 2026 | | — | | $ | — | | — | | $ | 951,488 |
February 26, 2026 - February 28, 2026 | | — | | $ | — | | — | | $ | 2,000,000 |
March 1, 2026 - March 31, 2026 | | — | | $ | — | | — | | $ | 2,000,000 |
Total | | — | | $ | — | | — | | $ | 2,000,000 |
| (1) | Our Board of Directors previously authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2026. On February 26, 2026, our Board of Directors extended the plan such that we are currently authorized to repurchase up to $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors. |
Item 5. OTHER INFORMATION
10b5-1 Trading Arrangements
None of the Company’s directors or Section 16 officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:
On
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Item 6. EXHIBITS
Exhibits.
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TEST | | | | |
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10.1* | Restructuring Support Agreement, dated March 19, 2026, among EchoStar, DISH Network, DISH DBS, certain DISH DBS subsidiaries and the Consenting Creditors (as defined therein) (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of EchoStar Corporation filed March 19, 2026). | |||
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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 March 31, 2026 filed on May 8, 2026 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements. | |||
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104◻ | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |||
◻Filed herewith.
* Incorporated by reference.
** | Certain portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| ECHOSTAR CORPORATION | ||||
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| By: | /s/ Charles W. Ergen | |||
| | Charles W. Ergen | |||
| | Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||
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| By: | /s/ Paul W. Orban | |||
| | Paul W. Orban | |||
| | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
Date: May 8, 2026 | | ||||
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