ECHO 10-K & 10-Q changes, risk factors and insider trading

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.

The transaction agreements governing the AT&T Transactions and SpaceX Transactions (together, the “Transaction Agreements”) are subject to certain closing conditions including the satisfaction of certain antitrust, FCC and other regulatory approvals, none of which have been satisfied yet. Governmental agencies might not approve the AT&T Transactions and/or the SpaceX Transactions or may impose conditions to any such approval or require changes to the terms of such transactions. Any such condition or change could have the effect of delaying completion of the AT&T Transactions and/or SpaceX Transactions, imposing costs on or otherwise reduce the anticipated benefits of the transactions. Furthermore, under the Transaction Agreements, each party’s obligation to consummate the transactions are also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Transaction Agreements.

As a result of these conditions, among other factors, we cannot provide assurance that the AT&T Transactions and/or SpaceX Transactions will be completed on the terms or timeline currently contemplated, or at all. If such conditions are not fulfilled by the deadlines in the applicable Transaction Agreements (including applicable extensions provided under the Transaction Agreements), the Transaction Agreements may be terminated and the AT&T Transactions and/or SpaceX Transactions may not be completed.

Because each of the AT&T Transactions and the SpaceX Transactions are independently reviewed by the applicable government agencies, we cannot guarantee that any of the above risks are only subject to one of the transactions and not the other. Neither the AT&T Transactions nor the SpaceX Transactions are contingent on the other. Conditions, delays or other changes placed on one transaction may only affect that transaction, but nonetheless, may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities. If completed, both the AT&T Transactions and SpaceX Transactions would result in significant cash and/or assets being recognized by us and as a result, our future results and success depend on the completion of such transactions. Any delay in completion of the AT&T Transactions and SpaceX Transactions, material conditions imposed or other event or condition which negatively impacts those transactions may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities.

We do not expect approval of the AT&T Transactions or SpaceX Transactions during a government shutdown, and the existence of a government shutdown may materially delay our ability to consummate the AT&T Transactions and/or SpaceX Transactions. Any delay in approval may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities.

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.

A portion of the recent appreciation in the trading price of our Class A common stock may appear to reflect market speculation and investor expectations regarding our potential equity investment in SpaceX. We cannot make any prediction if our potential investment may continue to influence our stock price. Because the potential SpaceX Transaction has attracted substantial investor attention, our stock price may not currently reflect the fundamentals of our business, but instead may be materially influenced by external perceptions of SpaceX’s valuation, growth prospects, media narrative and anticipated liquidity events. As a result, our stock price may become increasingly volatile and subject to factors entirely outside our control.

There is also no assurance that the potential SpaceX Transaction will be completed, including, but not limited to, because it remains subject to various closing conditions, regulatory considerations and other uncertainties. If the transaction is delayed, restructured or fails to close, our stock price could decline materially.

Even if the transaction is completed, our resulting minority, non-controlling position would limit our ability to influence SpaceX’s operations, strategic decisions, governance or risk-management practices. The valuation of any investment in SpaceX would remain inherently uncertain due to, among other factors, the absence of a public market for its shares, the need to rely on subjective valuation methodologies and the volatility typical of private-market technology ventures. Accordingly, any decline in SpaceX’s business, valuation, financing environment or perceived market trajectory may materially and adversely affect both the value of our investment and the market price of our Class A common stock.

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 suppliers, including suppliers with manufacturing in China and other countries, for various materials in our Hybrid MNO, satellite and related infrastructure, Pay-TV and Wireless businesses. Changes in U.S. or foreign trade policies, including, but not limited to, new or increased tariffs, export controls, trade restrictions or sanctions, have resulted, and may continue to result, in higher costs for the wireless devices and other equipment we procure.

Supply chain disruptions, customs delays, new compliance requirements and other challenges may cause delays in deploying network infrastructure and customer equipment, increase our operational expenses and impact our ability to meet customer demand. Although we attempt to mitigate these risks through alternative sourcing and operational efficiencies, these efforts may not be successful or sufficient.

If we are unable to pass increased costs to customers without negatively impacting demand, or offset them through other measures, our business, financial condition and results of operations could be materially adversely affected.

Such significant delays have and could in the future materially affect, among other things, our business, our ability to meet regulatory or contractual required milestones, the availability and our use of other or replacement satellite resources and our ability to provide services to customers. In addition, significant delays in a satellite program could give customers who have purchased or reserved capacity on that satellite a right to terminate their service contracts relating to the satellite. We may not be able to accommodate affected customers on other satellites until a replacement satellite is available. In addition, we generally do not carry in-orbit insurance on our satellites or payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures. If we do obtain launch or in-orbit insurance, it may not cover the full cost of constructing and launching or replacing a satellite nor fully cover our losses in the event of a launch failure or significant degradation.

We are, and may become, subject to various legal proceedings and claims which arise in the ordinary course of business, including, among other things, intellectual property disputes. Any adverse finding in such legal proceedings, could adversely affect our business, financial condition and results of operations. See Note 15 “Contingencies – Litigation” in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

If those intellectual property rights are held by a competitor, we may be unable to obtain the intellectual property at any price, which could adversely affect our competitive position. See “Item 1. Business – Patents and Other Intellectual Property” in this Annual Report on Form 10-K for further information. We may not be aware of all intellectual property rights that our services or the products used in connection with our services may potentially infringe. In addition, patent applications in the United States are confidential until the Patent and Trademark Office either publishes the application or issues a patent (whichever arises first). Therefore, it is difficult to evaluate the extent to which our services or the products used in connection with our services may infringe claims contained in pending patent applications. Furthermore, it is sometimes not possible to determine definitively whether a claim of infringement is valid.

For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems.

We have discovered and remediated, and may discover new vulnerabilities due to the scale of activities on our platforms, and may not be able to mitigate or fix such vulnerabilities on acceptable timeframes or at all, due to other factors, including, but not limited to, issues outside of our control such as natural disasters/climate change such as sea level rise, drought, flooding, wildfires, increased storm severity, power loss, and we may be notified of such vulnerabilities via third parties. Any of the foregoing developments may, among other things, negatively affect user and customer trust, harm our reputation and brands and adversely affect our business and financial results.

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.

As of the date of this report, 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 anticipated working capital needs, capital expenditures, interest payments, debt maturities and other contractual obligations over the next twelve months. These conditions raise substantial doubt about our ability to continue as a going concern and, as a result, a ‘going concern’ disclosure appears in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K.

We expect completion of either of the AT&T Transactions or SpaceX Transactions to fully resolve our going concern qualification, except for our Hughes Satellite Systems Corporation subsidiary. However, failure to complete the transactions or a significant reduction in consideration from the transactions may result in the continuation of our going concern qualification.

The presence of a going concern uncertainty may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all. There can be no assurance that management’s plans to mitigate these risks will be successful on a timely basis or at all. If we are unable to secure adequate liquidity on an acceptable timeline or at all, we may not be able to continue as a going concern, which could result in a total loss of your investment. In addition, as our cash and cash equivalents balance declines, the risks described above may continue, increase or accelerate at any time and with or without notice.

In the event that the going concern qualification continues after the completion or non-completion of the AT&T Transactions and SpaceX Transactions, we may take additional actions to protect our interest in our wireless spectrum licenses and other assets that may negatively impact the value of your investment in our securities, including, under certain circumstances, filing for relief under Chapter 11 of Title 11 of the United States Code, if we determine that such an action is in the best interests of the Company and our stakeholders.

In addition, even if we complete the AT&T Transactions and SpaceX Transactions, due to government action and creditor claims, our RAN-related infrastructure subsidiary, DISH Wireless L.L.C. (“DWLLC”), may not be able to operate as a going concern.

Certain actions that we, or certain of our subsidiaries, may take, including a potential voluntary Chapter 11 bankruptcy filing could have material adverse consequences to us and such subsidiaries, including, but not limited to: (i) disruption of relationships with vendors, suppliers, employees and customers; (ii) limitations on the ability to access capital markets or otherwise obtain financing on favorable terms or at all; (iii) limitations on the ability to take advantage of business opportunities; (iv) reputational harm; (v) potential delisting of securities from trading exchanges; and (vi) significant administrative costs and diversion of management attention. Furthermore, the outcome of any of the actions that we, or certain of our subsidiaries, may take, including a filing for relief under Chapter 11, is inherently uncertain and may result in a loss of control by our principal stockholder or a material reduction in the value or change in the relative priority of existing equity or debt securities.

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. See Note 10 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

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.”

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, including licenses exchanged as part of the Omega License Purchase Agreement, as defined and detailed in Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K, (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 December 31, 2025 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 10 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for definitions and further information.

In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”). As of December 31, 2025, 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Amendments to the Network Services Agreement

Simultaneously with the execution of the AT&T License Purchase Agreement, DISH Wireless L.L.C., our subsidiary and AT&T Mobility LLC, a subsidiary of AT&T, entered into the Fifth Amendment (the “Fifth Amendment”) and the Sixth Amendment (the “Sixth Amendment”) to the Network Services Agreement dated as of July 14, 2021 by and among DISH Wireless L.L.C. and AT&T Mobility LLC (as amended, the “NSA”).

The Sixth Amendment sets forth new terms including reduced rates if we meet certain minimum data thresholds while transitioning to a Hybrid MNO. Under a Hybrid MNO, we operate certain portions of the network infrastructure such as the network core and billing and provisioning software, while our network partner, AT&T, provides certain elements including base stations, radios, radio access network (RAN) software and spectrum frequencies. We were not obligated to transition to a Hybrid MNO or meet the specified data thresholds, but were not entitled to the terms of the Sixth Amendment unless we met such thresholds. In the fourth quarter of 2025, we gave notice to AT&T that we had met such thresholds, triggering the Sixth Amendment rates and AT&T agreed to provide these services to us through December 31, 2031.

During the term of the Sixth Amendment, we have the option to extend the Sixth Amendment up to two times for additional extension terms of 2-years each, until either December 31, 2033 or December 31, 2035 (each an “Extension Term”). The Fifth and Sixth Amendments, in addition to any Extension Term we exercise, also contain certain minimum purchase commitments.

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”). 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 December 31, 2025, 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 December 31, 2025, 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 HughesNet 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.

The description of the SpaceX 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Amended and Restated License Purchase Agreement

On November 5, 2025, we, SpaceX and Trust, entered into an Amended and Restated License Purchase Agreement (the “Amended and Restated SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Amended SpaceX Transactions”), and, together with the Initial SpaceX Transactions, (the “SpaceX Transactions”). The Amended and Restated License Purchase Agreement amends and restates in its entirety the SpaceX License Purchase Agreement, dated as of September 7, 2025, by and among us, SpaceX and Trust.

Pursuant to the Amended and Restated SpaceX License Purchase Agreement, we and SpaceX have agreed to revise the terms of the previously announced transaction to include the transfer of up to an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695–1710 MHz for each relevant license area (the “AWS-3 Licenses”) from us to SpaceX in exchange for additional consideration of $2.6 billion, all of which will be paid in SpaceX’s Class A Common Stock, valued at $212 per share. 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 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 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 this Annual Report on Form 10-K.

Future Capital Requirements

The 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 $2.984 billion as of December 31, 2025 (“Cash on Hand”). As reflected in the consolidated financial statements as of December 31, 2025, we have $2.0 billion of debt maturing in July 2026, $1.377 billion of debt maturing in August 2026 and $2.750 billion of debt maturing in December 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 the FCC is required to initiate Auction 113 by June 23, 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 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10 K 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 consolidated financial statements, substantial doubt exists about our ability to continue as a going concern.

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 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.

Impairments and Other

During the third quarter of 2025, as a result of the AT&T Transactions and SpaceX 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 below, resulting in a significant adverse change in the intended use of such assets. These developments were considered triggering events and resulted in an impairment assessment. As a result, we recorded a charge for non-cash asset impairments and other expenses related to the termination of our 5G Network deployment in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) in our Other and Broadband and Satellite Services Segments.

In addition, in connection with our annual impairment testing during the fourth quarter of 2025, we recorded a charge for non-cash asset impairments in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) in our Broadband and Satellite Services Segment related to indefinite-lived and definite-lived intangible assets and tangible assets supporting that segment.

During the year ended December 31, 2025, we recorded a total charge of $17.632 billion, $16.481 billion and $1.151 billion during the third and fourth quarters of 2025, respectively, for non-cash asset impairments and other expenses in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) in our Other and Broadband and Satellite Services Segments. See Note 1 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

Historically, we reported three primary business segments: (1) Pay-TV; (2) Wireless; and (3) Broadband and Satellite Services.

We were operating our Wireless segment primarily as an MVNO and secondarily as an MNO, each defined below, as we continued to commercialize our wireless spectrum licenses through the completion of our 5G Network and grow customer traffic on our 5G Network. As a mobile virtual network operator (“MVNO”), we depended on either T-Mobile or AT&T to provide us with network services under the amended Master Network Services Agreement (as amended, the “MNSA”) and Network Services Agreement (as amended, the “NSA”), respectively. We had commenced our transition to a mobile network operator (“MNO”) as our 5G Network became commercially available and we grew our customer base on our 5G Network.

As a result of the unforeseeable actions by the FCC, as detailed above in “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 Hybrid MNO business.

To align with management’s view of the business, we separated the historical Wireless segment into two segments, the “Wireless” segment and the “Other” segment.

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 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 the EchoStar XXIV satellite 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.

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 above in “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 no customer traffic on our 5G Network.

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

On June 30, 2026, our subsidiary, DISH DBS Corporation and certain of its subsidiaries (the “DISH DBS Filing Entities”), including DISH Wireless L.L.C. and its subsidiaries (the “DISH Wireless Filing Entities,” and together with the DISH DBS Filing Entities, the “Filing Entities”), commenced voluntary cases under chapter 11 of the United States Bankruptcy Code (the “Prepackaged Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), Houston Division, to pursue confirmation of a joint prepackaged plan of reorganization (the "Prepackaged Chapter 11 Plan") that restructures certain liabilities of DISH DBS and DISH Wireless. The Plan implements the terms of a Restructuring Support Agreement (the “RSA”) entered into on March 19, 2026 with creditors now holding more than 88% of DISH DBS’s secured and unsecured notes. Confirmation of the Prepackaged Chapter 11 Plan, the timing of emergence and consummation of the restructuring remain subject to approval by the Bankruptcy Court and satisfaction of applicable conditions. EchoStar Corporation is not a debtor in the Prepackaged Chapter 11 Cases, and certain subsidiaries and operating brands are not included in the proceedings. Nevertheless, the Prepackaged Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations, liquidity and prospects.

These specific risks include, but are not limited to, the following:

In addition, the Prepackaged Chapter 11 Cases may disrupt relationships with vendors, customers, regulators and other counterparties, may reduce vendor confidence, make it harder for us to attract new customers and contribute to customer churn across active businesses, including DISH TV and Sling TV, and may make it more difficult to attract and retain employees. Consummation of the Prepackaged Chapter 11 Plan will require the devotion of management attention, and expenses related to the Prepackaged Chapter 11 Cases could be higher than anticipated.

In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”). As of June 30, 2026, the aggregate principal amount outstanding of our 11 3/4% Senior Secured Notes due November 15, 2027 was $3.5 billion and is secured by the 600 MHz Licenses.

AT&T Transactions Closing Updates

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

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

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

The description of the AT&T License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

The remaining amount after paying off the Seller Notes (the “Purchase Price”) will be paid by SpaceX to us as follows: (i) up to $8.5 billion will be paid in SpaceX’s Class A Common Stock, valued at $212 per share, prior to the stock split discussed below, (the “Equity Amount”); and (ii) any amount of the Purchase Price exceeding $8.5 billion will be paid in cash. If the Total Payoff Consideration Amount exceeds $8.5 billion, we may elect to pay the excess in cash, our Class A Common Stock (with respect to the Convertible Notes due 2030), or both, to maintain our receipt of the full Equity Amount. However, if we elect not to pay such excess amount, the Equity Amount will be reduced dollar-for-dollar to ensure that the combined Equity Amount and Total Payoff Consideration Amount do not exceed the Total Consideration Amount. As of June 30, 2026, the aggregate principal amount outstanding of the Seller Notes was $9.821 billion and is secured by the AWS-4 and AWS-3 Licenses, and the Trust.

The Spectrum Acquisition Closing is expected to occur on or about November 30, 2027, following the expiration of the make-whole period for the Seller Notes and the date on which the Convertible Notes due 2030 become eligible for redemption. If SpaceX elects to proceed with the Spectrum Acquisition Closing prior to November 30, 2027, SpaceX will be responsible for any additional amounts required to satisfy the Seller Notes, other than additional amounts payable as a result of a default under the Seller Notes.

In connection with the SpaceX License Purchase Agreement and the Initial SpaceX Transactions, on September 7, 2025, SpaceX and the Trust entered into a Credit Agreement, pursuant to which SpaceX has agreed upon the Spectrum Transfer Closing to loan to the Trust (via automatically cancellable loans) amounts sufficient to make debt service payments on the Seller Notes through at least November 30, 2027 (the “Interim Debt Service”), which will be secured on a junior lien basis by the AWS-4 and H-Block Licenses. The aggregate amount of payments for the Interim Debt Service through November 30, 2027 will equal approximately $2 billion and will be settled via a loan between us and SpaceX that automatically cancels upon the completion of the Spectrum Acquisition Closing. The Credit Agreement is generally on standard commercial terms and conditions and, as a beneficiary of the Credit Agreement, we have the ability to enforce the parties obligations under the Agreement.

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

Pursuant to the Amended and Restated SpaceX License Purchase Agreement, we and SpaceX have agreed to revise the terms of the previously announced transaction to include the transfer of up to an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695–1710 MHz for each relevant license area (the “AWS-3 Licenses”) from us to SpaceX in exchange for additional consideration of $2.6 billion, all of which will be paid in SpaceX’s Class A Common Stock, valued at $212 per share, prior to the stock split discussed below. As a result of this change, the total consideration for the SpaceX Transactions has increased from $17 billion to approximately $20 billion, with up to $11 billion to be paid in SpaceX’s Class A Common Stock, valued at $212 per share, prior to the stock split discussed below, (the “Amended Equity Amount”).

SpaceX Transactions Closing Updates

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

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

The RSA also contemplates (i) repayment of the DISH 2021 Intercompany Loan 2028 Tranche of approximately $2.844 billion, which is expected to occur at the closing of the AT&T Transactions using proceeds from the AT&T Transactions, (ii) repayment or other satisfaction and discharge of the DISH 2021 Intercompany Loan 2026 Tranche of approximately $4.767 billion, and (iii) payment of a settlement amount to consenting creditors of approximately $125 million (the “RSA Settlement”). During the six months ended June 30, 2026, we recorded $125 million of RSA Settlement costs included in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In connection with the RSA, DISH DBS and the consenting creditors agreed that all pending litigation between the parties would be dismissed with prejudice and on March 20, 2026, the parties filed a joint stipulation for dismissal of the litigation with prejudice. The foregoing description of the RSA does not purport to be complete and is qualified in its entirety by reference to the RSA, filed as an exhibit to this Quarterly Report on Form 10-Q.

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

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

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

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

Prepackaged Restructuring and Deconsolidation

Prepackaged Restructuring

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

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

Deconsolidation

As a result of the Prepackaged Chapter 11 Cases, pursuant to the guidance in Accounting Standards Codification 810, Consolidation (“ASC 810”), for financial reporting purposes, we no longer have a controlling financial interest in the DISH DBS Filing Entities and all other subsidiaries of DISH DBS (together the “DISH DBS Deconsolidated Subsidiaries”) or the DISH Wireless Filing Entities and all other subsidiaries of DISH Wireless (together the “DISH Wireless Deconsolidated Subsidiaries,” and together with the DISH DBS Deconsolidated Subsidiaries, collectively referred to as the “Deconsolidated Subsidiaries”), due to the oversight and control assumed by the Bankruptcy Court and as such we deconsolidated those subsidiaries for financial reporting purposes effective June 30, 2026. The financial positions and results of operations of the Deconsolidated Subsidiaries are no longer included in our condensed consolidated financial statements subsequent to the deconsolidation date. Our results of operations include the operations of the Deconsolidated Subsidiaries for the three and six months ended June 30, 2026.

Upon deconsolidation, we recorded a non-cash “Deconsolidation gain” of $9.729 billion on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2026. See Note 3 in the Notes to our Condensed Consolidated Financial Statements for further information.

Prospectively, beginning in the third quarter of 2026, our results of operations will be materially different as we will no longer have the operations of the Deconsolidated Subsidiaries, which represent substantially all of our Pay-TV segment and substantially all of our expenses for the Other segment.

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

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

Our Other segment primarily consists of our legacy cloud-native, Open Radio Access Network (“O-RAN”) based 5G VoNR and broadband network (our “5G Network”) and 5G Network deployment operations that will not be utilized in the Wireless segment’s Hybrid MNO business. As a result of the unforeseeable actions by the FCC, as detailed in Note 11 “Recent Developments – FCC Review” in the Notes to our Condensed Consolidated Financial Statements, we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we had no customer traffic on our 5G Network.

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

Adjusted free cash flow. We define adjusted free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” and (ii) “Capitalized interest related to regulatory authorizations,” adjusted to add (i) “SpaceX Reimbursement of Cash Interim Debt Service Payments” as shown on our Condensed Consolidated Statements of Cash Flows.

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