EchoStar (SATS) moves 50 MHz spectrum to trust in staged deal with SpaceX

Q: What cash-related benefit did EchoStar receive at the Spectrum Transfer Closing?

At the Spectrum Transfer Closing, Space Exploration Technologies Corp. reimbursed EchoStar for cash interest payments previously made on Seller Notes issued under the Amended and Restated License Purchase Agreement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

EchoStar Corporation reported that it has completed the Spectrum Transfer Closing with Space Exploration Technologies Corp. under a previously disclosed Amended and Restated License Purchase Agreement. On May 22, 2026, certain EchoStar subsidiaries transferred to Spectrum Business Trust 2025-1 rights and licenses to an aggregate of 50 MHz of spectrum in the 2000-2020 MHz, 2180-2200 MHz, 1915-1920 MHz and 1995-2000 MHz bands, plus up to an aggregate of 15 MHz of AWS spectrum in the 1695-1710 MHz band for each relevant license area.

As part of this closing, Space Exploration Technologies Corp. reimbursed EchoStar for cash interest payments previously made on Seller Notes under the agreement. The subsequent Spectrum Acquisition Closing, in which the Trust will transfer these spectrum assets to Space Exploration Technologies Corp. in exchange for the Total Consideration Amount, remains targeted for November 30, 2027, subject to the satisfaction or waiver of closing conditions in the agreement.

Insights

EchoStar advances a staged transfer of key spectrum to a SpaceX affiliate, with final payment targeted for late 2027.

The update confirms completion of the Spectrum Transfer Closing, moving an aggregate 50 MHz plus up to 15 MHz of AWS spectrum into Spectrum Business Trust 2025-1. This is an interim structural step under the Amended and Restated License Purchase Agreement with Space Exploration Technologies Corp.

EchoStar also received reimbursement for prior cash interest paid on Seller Notes, modestly improving near-term cash flow. Economic value from the spectrum sale, however, depends on the future Spectrum Acquisition Closing, still targeted for November 30, 2027 and conditioned on agreed closing requirements.

Until that second closing, EchoStar’s main exposure is execution risk around satisfying or waiving conditions in the agreement. Subsequent disclosures will clarify timing and certainty of receiving the Total Consideration Amount tied to the final transfer of these spectrum assets.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Transferred spectrum: 50 MHz AWS spectrum capacity: 15 MHz Spectrum Transfer Closing date: May 22, 2026 +1 more

4 metrics

Transferred spectrum 50 MHz Aggregate spectrum in 2000-2020, 2180-2200, 1915-1920, 1995-2000 MHz bands

AWS spectrum capacity 15 MHz Up to aggregate AWS spectrum per relevant license area at 1695-1710 MHz

Spectrum Transfer Closing date May 22, 2026 Date EchoStar completed the Spectrum Transfer Closing

Target Spectrum Acquisition Closing date November 30, 2027 Target date for final transfer of spectrum assets to purchaser

Key Terms

Amended and Restated License Purchase Agreement, Spectrum Transfer Closing, Spectrum Acquisition Closing, Seller Notes, +1 more

5 terms

Amended and Restated License Purchase Agreement regulatory

"entered into an Amended and Restated License Purchase Agreement"

Spectrum Transfer Closing financial

"the Company completed the Spectrum Transfer Closing"

Spectrum Acquisition Closing financial

"The Spectrum Acquisition Closing (as defined in the Amended and Restated License Purchase Agreement)"

Seller Notes financial

"cash interest payments previously made by the Company on the Seller Notes"

Seller notes are informal or formal messages from a seller to potential buyers that highlight key features, benefits, or important details about a product or service. They help buyers understand what makes the offering appealing or unique, influencing their decision to purchase. For investors, seller notes can signal how a seller presents their assets, which may impact the perceived value or attractiveness of an investment.

Total Consideration Amount financial

"the Purchaser will pay the Total Consideration Amount"

Understanding 8-K Material Events →

05/22/2026 - 04:27 PM

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): May 22, 2026

ECHOSTAR CORPORATION

(Exact name of registrant as specified in its charter)

001-33807
(Commission File Number)


Nevada		26-1232727
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard
Englewood, Colorado		80112
(Address of principal executive offices)		(Zip code)

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

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


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

HUGHES SATELLITE SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

333-179121

(Commission File Number)


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

(Registrant’s telephone number, including area code)

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:



☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		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 ☐

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. ☐


Item 8.01.	Other Event

Spectrum Transfer Closing

As previously disclosed, 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”).

On May 22, 2026, pursuant to the Amended and Restated License Purchase Agreement, the Company completed the Spectrum Transfer Closing (as defined therein), whereby certain subsidiaries of the Company transferred to the Trust its rights and licenses related to (i) an aggregate of 50 MHz of spectrum in frequency ranges 2000-2020 MHz, 2180-2200 MHz, 1915-1920 MHz and 1995-2000 MHz, and (ii) up to an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695-1710 MHz for each relevant license area (together, the “Spectrum Assets”). As part of the Spectrum Transfer Closing, the Purchaser reimbursed the Company for cash interest payments previously made by the Company on the Seller Notes (as defined in the Amended and Restated License Purchase Agreement). The Spectrum Acquisition Closing (as defined in the Amended and Restated License Purchase Agreement), where the Trust will transfer the Spectrum Assets to the Purchaser and the Purchaser will pay the Total Consideration Amount (as defined in the Amended and Restated License Purchase Agreement), remains targeted for November 30, 2027, subject to the satisfaction or waiver of the applicable closing conditions set forth in the Amended and Restated License Purchase Agreement.

The 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 full text of the Amended and Restated License Purchase Agreement, which was filed as Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and is incorporated herein by reference. A summary of the material terms of the Amended and Restated License Purchase Agreement was previously included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2025, which summary is also incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.	Description
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.



	ECHOSTAR CORPORATION HUGHES SATELLITE SYSTEMS CORPORATION
Date: May 22, 2026	By:	/s/ Dean A. Manson
		Dean A. Manson Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did EchoStar (SATS) report in this 8-K?

EchoStar reported completion of the Spectrum Transfer Closing. Certain subsidiaries transferred spectrum rights and licenses to Spectrum Business Trust 2025-1 under a license purchase agreement with Space Exploration Technologies Corp.

How much spectrum did EchoStar transfer in the Spectrum Transfer Closing?

EchoStar transferred rights and licenses to an aggregate 50 MHz of spectrum across several bands and up to an aggregate 15 MHz of AWS spectrum in the 1695-1710 MHz band for each relevant license area.

Who is the purchaser in EchoStar’s spectrum transaction disclosed in the 8-K?

The purchaser is Space Exploration Technologies Corp., identified as Purchaser in the Amended and Restated License Purchase Agreement. It is scheduled to ultimately acquire the spectrum assets from Spectrum Business Trust 2025-1.

When is the Spectrum Acquisition Closing targeted to occur for EchoStar (SATS)?

The Spectrum Acquisition Closing is targeted for November 30, 2027. At that stage, the trust is expected to transfer the spectrum assets to the purchaser in exchange for the Total Consideration Amount, subject to closing conditions.

What is the role of Spectrum Business Trust 2025-1 in EchoStar’s spectrum deal?

Spectrum Business Trust 2025-1 serves as an intermediary entity. EchoStar subsidiaries first transfer spectrum rights to the trust, and the trust is later expected to transfer these spectrum assets to Space Exploration Technologies Corp. at the Spectrum Acquisition Closing.

Filing Exhibits & Attachments

4 documents

EchoStar (SATS) moves 50 MHz spectrum to trust in staged deal with SpaceX

Rhea-AI Filing Summary

Positive

Negative