ADDED
As of February 25, 2026, the registrant s outstanding common stock consisted of 157,527,391 shares of Class A common stock and 131,348,468 shares of Class B common stock, each $0.001 par value.
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.
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.
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.
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 are controlled by one principal stockholder who is our Chairman, President and Chief Executive Officer .
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 ).
REMOVED
As of February 20, 2025, the registrant s outstanding common stock consisted of 155,094,308 shares of Class A common stock and 131,348,468 shares of Class B common stock, each $0.001 par value.
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 Competition and Economic Risks We face intense and increasing competition from providers of video, broadband and/or wireless services.
Through the MNSA and the NSA, we depend in part on T-Mobile and AT T to provide network services to our Wireless subscribers.
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.
We are controlled by one principal stockholder who is our Chairman.
Merger with DISH Network On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the Amended Merger Agreement ), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary ( Merger Sub ), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the Merger ), with DISH Network surviving the Merger as our wholly owned subsidiary.
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.
Recent Developments DIRECTV Transaction On September 29, 2024, we and DIRECTV Holdings, LLC ( DTV ), entered into an Equity Purchase Agreement (the Purchase Agreement ).
Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, DTV agreed to acquire from us all of the issued and outstanding equity interests of DISH DBS Corporation ( DISH DBS ), which operates our Pay-TV business.
Following written notice from DTV received on November 20, 2024, DTV terminated the Purchase Agreement effective at 11:59 pm ET on November 22, 2024 pursuant to Section 7.01(a)(iv) of the Purchase Agreement because the DISH DBS Exchange Offers (as defined in Note 10 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K ) were not consummated by the Exchange Offer Settlement Date (as defined in the Purchase Agreement).