SATS amends spectrum sale to $19.62B and realigns leadership

Rhea-AI Filing Summary

EchoStar (SATS) amended its spectrum sale with Space Exploration Technologies Corp., increasing total consideration to $19,616,737,853. The revised terms add the transfer of up to an aggregate 15 MHz of AWS spectrum in the 1695–1710 MHz band per relevant license area for additional consideration of $2,616,737,853, all payable in Purchaser’s Class A Common Stock valued at $212 per share. As amended, up to $11,116,737,853 of the total will be paid in Purchaser’s Class A Common Stock at $212 per share.

EchoStar also created a new division, EchoStar Capital. Effective November 6, 2025, Charles W. Ergen was appointed Chairman, President and Chief Executive Officer of EchoStar, and Hamid Akhavan became Chief Executive Officer of EchoStar Capital while remaining on the Board. The company disclosed no new or modified compensation arrangements for these appointments.

Insights

Strategic transactions analyst

Deal value rises to $19.616B; leadership realigned.

The revised agreement adds up to 15 MHz of AWS spectrum (1695–1710 MHz) per license area, raising total consideration to $19,616,737,853. The incremental $2,616,737,853 is payable in Purchaser’s Class A stock at $212 per share, taking total stock consideration up to $11,116,737,853. This shifts a larger portion of value into equity rather than cash.

EchoStar simultaneously formed EchoStar Capital and appointed Charles W. Ergen as Chairman, President and CEO, with Hamid Akhavan leading EchoStar Capital and remaining on the Board. No new compensation terms were disclosed for these changes.

Key dependencies include successful completion under the amended terms; specific closing conditions are not described in the excerpt. Subsequent disclosures may detail timelines and regulatory steps.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did EchoStar (SATS) change in its agreement with Space Exploration Technologies Corp.?

EchoStar added the transfer of up to 15 MHz of AWS spectrum (1695–1710 MHz) per relevant license area for additional consideration of $2,616,737,853 in Purchaser’s Class A stock at $212 per share.

What is the new total consideration for EchoStar’s transaction?

Total consideration increased from $17,000,000,000 to $19,616,737,853.

How much of the consideration will be paid in Purchaser’s stock?

Up to $11,116,737,853 will be paid in Purchaser’s Class A Common Stock valued at $212 per share.

What leadership changes did EchoStar announce?

Charles W. Ergen became Chairman, President and CEO of EchoStar, and Hamid Akhavan became CEO of EchoStar Capital while remaining on the Board, effective November 6, 2025.

Were there new compensation arrangements for the leadership changes at SATS?

No. The company stated there were no new compensation arrangements, grants or awards or modifications in connection with these appointments.

What new division did EchoStar create?

EchoStar created a division named EchoStar Capital and appointed Hamid Akhavan as its Chief Executive Officer.

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Accepted by SEC EDGAR 11/06/2025 - 06:16 AM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2025 (November 5, 2025)

ECHOSTAR CORPORATION

(Exact name of registrant as specified in its charter)

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001-33807
(Commission File Number)

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Nevada	​	26-1232727
(State or other jurisdiction of incorporation or organization)	​	(I.R.S. Employer Identification No.)
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9601 South Meridian Boulevard	​	​
Englewood, Colorado	​	80112
(Address of principal executive offices)	​	(Zip code)

(303) 723-1000
(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Class A common stock, $0.001 par value	​	SATS	​	The Nasdaq Stock Market L.L.C.

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DISH NETWORK CORPORATION

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(Exact name of registrant as specified in its charter)

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001-39144

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(Commission File Number)

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Nevada	​	88-0336997
(State or other jurisdiction of incorporation or organization)	​	(I.R.S. Employer Identification No.)
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9601 South Meridian Boulevard	​	​
Englewood, Colorado	​	80112
(Address of principal executive offices)	​	(Zip code)

(303) 723-1000
(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act: None

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HUGHES SATELLITE SYSTEMS CORPORATION

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(Exact name of registrant as specified in its charter)

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333-179121

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(Commission File Number)

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Colorado	​	45-0897865
(State or other jurisdiction of incorporation or organization)	​	(I.R.S. Employer Identification No.)
​	​	​
9601 South Meridian Boulevard	​	​
Englewood, Colorado	​	80112
(Address of principal executive offices)	​	(Zip code)

(303) 723-1000

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(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act: None

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DISH DBS CORPORATION

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(Exact name of registrant as specified in its charter)

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333-31929

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(Commission File Number)

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Colorado	​	84-1328967
(State or other jurisdiction of incorporation or organization)	​	(I.R.S. Employer Identification No.)
​	​	​
9601 South Meridian Boulevard	​	​
Englewood, Colorado	​	80112
(Address of principal executive offices)	​	(Zip code)

(303) 723-1000

​

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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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. ☐

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Item 1.01. Entry into a Material Definitive Agreement.

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Amended and Restated License Purchase Agreement

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On November 5, 2025, EchoStar Corporation, a Nevada corporation (“EchoStar” or the “Company”), Space Exploration Technologies Corp., a Texas corporation (“Purchaser”), and Spectrum Business Trust 2025-1, a Nevada Business Trust (“Trust”), entered into an Amended and Restated License Purchase Agreement (the “Amended and Restated License Purchase Agreement,” and the transactions contemplated thereby, the “Transactions”). The Amended and Restated License Purchase Agreement amends and restates in its entirety the License Purchase Agreement, dated as of September 7, 2025 (the “Original License Purchase Agreement”), by and among EchoStar, Purchaser and Trust.

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Pursuant to the Amended and Restated License Purchase Agreement, EchoStar and Purchaser have agreed to revise the terms of their 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 from EchoStar to Purchaser in exchange for additional consideration of $2,616,737,853, all of which will be paid in Purchaser’s Class A Common Stock, valued at $212 per share. As a result of this change, the total consideration for the Transactions has increased from $17 billion to $19,616,737,853, with up to $11,116,737,853 to be paid in Purchaser’s Class A Common Stock, valued at $212 per share.

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Except as set forth above, the material terms of the Amended and Restated License Purchase Agreement are substantially the same as the terms of the Original License Purchase Agreement, which was previously summarized in the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2025, and such summary is incorporated herein by reference. The Original License Purchase Agreement was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2025.

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The foregoing description of the Amended and Restated License Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated License Purchase Agreement, which will be filed as an exhibit to EchoStar’s next Annual Report on Form 10-K.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On November 6, 2025, the Company announced the creation of a new division within EchoStar to be named EchoStar Capital.  In connection therewith, effective November 6, 2025, Charles W. Ergen, Chairman of EchoStar, has accepted his appointment by the board of directors of the Company (the “Board”) as Chairman, President and Chief Executive Officer of the Company, and Hamid Akhavan (formerly President and Chief Executive Officer of EchoStar) has accepted his appointment by the Board as Chief Executive Officer, EchoStar Capital.  Mr. Akhavan will continue to serve as a member of the Board.  

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Mr. Ergen, age 72, has served as our executive Chairman since November 2009 and Chairman of the Board of Directors since our formation in 2007.  Mr. Ergen served as our Chief Executive Officer from our formation in 2007 until November 2009.  Mr. Ergen was also Chairman of the Board of Directors of DISH Network Corporation (“DISH”) since its formation and, during the past five years, held executive officer and director positions with DISH and its subsidiaries, most recently serving as the Chief Executive Officer of DISH from March 2015 to December 2017.  Mr. Ergen also serves as Chairman of the Board of CONX Corp., since August 2020.  

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A description of Mr. Ergen’s and Mr. Akhavan’s existing compensatory arrangements is provided in the section titled “Executive Compensation and Other Information” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2025 (the “2025 Proxy Statement”). There are no new compensation arrangements, grants or awards or any modifications to the existing arrangements for Mr. Ergen or Mr. Akhavan in connection with these appointments.

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Information regarding family relationships, as defined in Item 401 of Regulation S-K, between Mr. Ergen and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer during the last fiscal year and transactions reportable under Item 404(a) of Regulation S-K (“Related Party Transactions”) are incorporated herein by reference to the information thereon in the section titled “Certain Relationships and Related Party Transactions” in the 2025 Proxy Statement.

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Item 7.01. Regulation FD Disclosure.

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On November 6, 2025, the Company issued a press release announcing the execution of the Amended and Restated License Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

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Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
Exhibit 99.1	EchoStar Corporation Press Release dated November 6, 2025.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 hereunto duly authorized.

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​	ECHOSTAR CORPORATION DISH NETWORK CORPORATION HUGHES SATELLITE SYSTEMS CORPORATION DISH DBS CORPORATION
Date: November 6, 2025	By:	/s/ Dean A. Manson
		Dean A. Manson Chief Legal Officer and Secretary
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