Added10-Q 2026-11-03 vs 10-K 2026-03-02
We are subject to risks and uncertainties associated with the Chapter 11 bankruptcy proceedings of certain of our subsidiaries.
ECHOEchoStar
EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. 10-K, Item 1
- Employees
- 12,100
- Headquarters
- Englewood, CO
- CEO
- Cantey Ergen
24 paragraphs in Risk Factors of the 10-K filed Mar 2, 2026 with nothing like them in the 10-K filed Feb 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 18 Communication companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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.
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.
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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.
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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.
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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.
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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.
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.
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We are controlled by one principal stockholder who is our Chairman, President and Chief Executive Officer
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New in the latest 10-Q
64 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
We use AI Technologies (as hereafter defined) in our business, and the use of these technologies involves, among other things, certain technological and legal risks.
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Financial statements and notes
For the three and nine months ended September 30, 2026, we recorded a gain from the AT&T Transactions of $3.107 billion on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). This gain primarily resulted from the proceeds of $20.250 billion in cash from AT&T, less approximately $300 million of certain revenue previously recognized associated with these license, less the carrying value of the 3.45 GHz and 600 MHz Licenses, including capitalized interest, of $16.822 billion.
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Pursuant to the terms of the RSA, during the three months ended September 30, 2026, the DISH DBS Deconsolidated Subsidiaries prepaid without penalty the aggregate principal amount of $2.350 billion of the subsidiaries’ 5 1/4% Senior Secured Notes due December 1, 2026. The third quarter prepayment of the DISH DBS 5 1/4% Senior Secured Notes due December 1, 2026 was authorized by the Bankruptcy Court presiding over the DISH DBS Filing Entities’ restructuring proceedings. Subsequent to September 30, 2026, the DISH DBS Deconsolidated Subsidiaries prepaid the remaining principal amount of $400 million of the subsidiaries’ 5 1/4% Senior Secured Notes due December 1, 2026.
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We continue to own and manage the operations of our Pay-TV segment, however, for financial reporting purposes, as of June 30, 2026, substantially all of our Pay-TV segment was deconsolidated as a result of the DISH DBS Filing Entities Prepackaged Chapter 11 Plan, as defined in Note 3. Accordingly, our condensed consolidated financial statements exclude the assets and liabilities of the DISH DBS Deconsolidated Subsidiaries as of September 30, 2026, and the results of their operations for the three months ended September 30, 2026. On October 1, 2026, the DISH DBS Filing Entities emerged from bankruptcy and we will reconsolidate those entities into our financial statements prospectively. The operations of the DISH DBS Filing Entities continued during their Prepackaged Chapter 11 Plan proceedings. As of September 30, 2026, the DISH DBS Filing Entities had 6.344 million Pay-TV subscribers in the United States, including 4.547 million DISH TV subscribers and 1.797 million SLING TV subscribers.
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Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of non-publicly traded debt are based on, among other things, available trade information, valuations performed by a third-party, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. The non-publicly traded debt is categorized within Level 3 of the fair value hierarchy. See Note 10 for the fair value of our debt.
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Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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On August 27, 2026, the June 2026 Filing Entities informed the Bankruptcy Court that they had determined to bifurcate the Prepackaged Chapter 11 Plan into separate plans for the DISH DBS Filing Entities and the DISH Wireless Filing Entities. On September 29, 2026, the Bankruptcy Court entered the order confirming the DISH DBS Filing Entities’ prepackaged chapter 11 plan (the “DISH DBS Prepackaged Chapter 11 Plan”). On October 1, 2026 (the “DISH DBS Emergence Date”), all of the conditions precedent to the effective date of the DISH DBS Prepackaged Chapter 11 Plan were satisfied or waived in accordance with the terms of the DISH DBS Prepackaged Chapter 11 Plan, and the DISH DBS Filing Entities emerged from bankruptcy.
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Upon emergence from bankruptcy, we regained control for financial reporting purposes of the DISH DBS Deconsolidated Subsidiaries (defined below) and will reconsolidate those entities into our financial statements prospectively as of the October 1, 2026 DISH DBS Emergence Date, pursuant to the guidance in ASC 805, Business Combinations. We retained 100% of the voting equity interest in the DISH DBS Deconsolidated Subsidiaries and as a result, the criteria for fresh-start reporting under ASC 852, Reorganizations were not met. ASC 805 requires us to make significant estimates and assumptions to allocate the estimated fair values of the acquired tangible and intangible assets, including, but not limited to, customer relationships, trademarks, orbital slots and satellites, and the liabilities assumed, including, but not limited to, the fair value of debt and other obligations, and use our best estimates to determine the useful lives of the tangible assets and the definite-lived intangible assets, which will impact the periods over which depreciation and amortization of those assets are recognized.
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Due to the limited time between the DISH DBS Emergence Date and our filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, initial accounting for the reconsolidation of the DISH DBS Deconsolidated Subsidiaries is incomplete and we are not yet able to disclose the provisional amounts to be recognized as of the reconsolidation date for the assets acquired and liabilities assumed. We expect to provide the preliminary purchase price allocation information in the Annual Report on Form 10-K for the year ending December 31, 2026.
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DISH DBS Supplemental Indentures. In connection with the DISH DBS Filing Entities emerging from bankruptcy and pursuant to the DISH DBS Prepackaged Chapter 11 Plan and the RSA, on October 1, 2026, (i) DISH DBS, the guarantors named therein, Wilmington Savings Fund Society, FSB, a Delaware federal saving bank (as successor to U.S. Bank Trust Company National Association), as successor trustee and U.S. Bank Trust Company, National Association (“USB”), a national banking association, as collateral agent entered into a Supplemental Indenture (the “Secured Notes Supplemental Indenture”) to that certain Indenture, dated November 26, 2021, pursuant to which DISH DBS issued the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028, (ii) DISH DBS, the guarantors named therein and USB, as trustee, entered into a Supplemental Indenture (the “2028 Unsecured Notes Supplemental Indenture”) to that certain Indenture, dated July 1, 2020, pursuant to which DISH DBS issued the 7 3/8% Senior Notes due 2028 and (iii) DISH DBS, the guarantors named therein and USB, as trustee, entered into a Supplemental Indenture (the “2029 Unsecured Notes Supplemental Indenture” and together with the Secured Notes Supplemental Indenture and the 2028 Unsecured Notes Supplemental Indenture, the “DISH DBS Supplemental Indentures”) to that certain Indenture, dated May 24, 2021, pursuant to which DISH DBS issued the 5 1/8% Senior Notes due 2029.
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The following table presents the components of our “Deconsolidation gain” for the June 2026 Deconsolidated Subsidiaries:
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Less: Net income (loss) attributable to noncontrolling interests, net of tax (131) (152) (373) (1,476)
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Basic net income (loss) per share attributable to EchoStar $ 9.57 $ (44.37) $ 38.27 $ (46.25)
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Diluted net income (loss) per share attributable to EchoStar $ 7.97 $ (44.37) $ 31.74 $ (46.25)
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(2) We redeemed, in cash, the remaining principal balance of our 3 3/8% Convertible Notes due 2026 as of August 15, 2026, the instrument’s maturity date.
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(2) Subsequent to the deconsolidation effective July 31, 2026, all intercompany balances between us and the July 2026 Deconsolidated Subsidiaries are now classified as third-party transactions and as such we recognized operating lease revenue for the EchoStar XXIV satellite lease and certain other leased assets. See Note 14 for further information.
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(3) We redeemed, in cash, the remaining principal balance of our 3 3/8% Convertible Notes due 2026 as of August 15, 2026, the instrument’s maturity date.
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We redeemed, in cash, the remaining principal balance of $45 million of our 3 3/8% Convertible Notes due 2026 as of August 15, 2026, the instrument’s maturity date.
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Northstar Wireless is a wholly-owned subsidiary of Northstar Spectrum, which is an entity owned by us and, prior to October 12, 2023, by us and Northstar Manager. SNR Wireless is a wholly-owned subsidiary of SNR HoldCo, which is an entity owned by us and, prior to February 16, 2024, by us and SNR Management.
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Northstar Wireless and SNR Wireless each filed applications with the FCC to participate in Auction 97 (the “AWS-3 Auction”) for the purpose of acquiring certain AWS-3 Licenses. Each of Northstar Wireless and SNR Wireless applied to receive bidding credits of 25% as designated entities under applicable FCC rules.
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FCC Order and October 2015 Arrangements. On August 18, 2015, the FCC released a Memorandum Opinion and Order, FCC 15-104 (the “Order”) in which the FCC determined, among other things, that DISH Network has a controlling interest in, and is an affiliate of, Northstar Wireless and SNR Wireless, and therefore DISH Network’s revenues should be attributed to them, which in turn makes Northstar Wireless and SNR Wireless ineligible to receive the 25% bidding credits (approximately $1.961 billion for Northstar Wireless and $1.370 billion for SNR Wireless).
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Pay-TV Wireless Broadband and Satellite Services Other Segment Total Eliminations Consolidated Total (In thousands) For the Three Months Ended September 30, 2026 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Revenue Revenue from external customers: Service revenue $ 69,856 $ 855,218 $ 105,803 $ - $ 1,030,877 $ - $ 1,030,877 Equipment sales and other revenue 3,151 49,912 11,911 31,760 96,734 - 96,734 Intersegment revenue 483 22 1,579 - 2,084 (2,084) - Total revenue 73,490 905,152 119,293 31,760 1,129,695 (2,084) 1,127,611 Operating Expenses Cost of services: Programming - - - - - - - Connectivity services (1) 3,500 286,768 15,200 - 305,468 (658) 304,810 Other (2) 2,707 153,755 19,348 - 175,810 (209) 175,601 Total cost of services 6,207 440,523 34,548 - 481,278 (867) 480,411 Cost of sales - equipment and other - 159,583 8,363 2,503 170,449 (21) 170,428 Selling, general and administrative expenses: Subscriber acquisition costs (3) - 129,967 - - 129,967 - 129,967 Selling, general and administrative expenses (3) 7,557 66,043 28,558 3,796 105,954 (1,342) 104,612 Total selling, general and administrative expenses 7,557 196,010 28,558 3,796 235,921 (1,342) 234,579 Impairments and other - - 8,079 - 8,079 - 8,079 OIBDA (4) 59,726 109,036 39,745 25,461 233,968 146 234,114 Depreciation and amortization 20,420 45,704 20,164 76 86,364 - 86,364 Total costs and expenses 34,184 841,820 99,712 6,375 982,091 (2,230) 979,861 Operating income (loss) $ 39,306 $ 63,332 $ 19,581 $ 25,385 $ 147,604 $ 146 147,750 Unallocated Amounts Interest income 106,115 Interest expense, net of amounts capitalized (312,230) Deconsolidation gain 439,153 AT&T Transactions gain 3,106,788 Other, net (88,609) Income (loss) before income taxes $ 3,398,967 (1) “Connectivity services” is the cost to deliver our services and products to customers, which includes, among other things, network, data, satellite and transmission and other related costs. (2) “Other” primarily consists of variable costs including call center, manufacturing, dealer incentive, bad debt, billing and other variable costs, as well as costs to retain our subscribers. (3) “Subscriber acquisition costs” for the Pay-TV and Broadband and Satellite Services segments are no longer significant or reviewed by the CODM, and therefore are now included in “Selling, general and administrative expenses.” (4) OIBDA is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in...
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The following is a summary of the terms of our principal agreements with the Deconsolidated Subsidiaries, that may have an impact on our financial condition and results of operations.
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As of September 30, 2026, trade accounts receivable from the Deconsolidated Subsidiaries were $320 million. This amount is recorded in “Trade accounts receivable” on our Condensed Consolidated Balance Sheets.
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“Advances to the Deconsolidated Subsidiaries, net of allowance for credit losses”
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As of September 30, 2026, advances to the Deconsolidated Subsidiaries were $196 million, net of allowance for credit losses.
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As of September 30, 2026, current receivables from the Deconsolidated Subsidiaries were $108 million, net of allowance for credit losses. This amount is recorded in “Other current assets” on our Condensed Consolidated Balance Sheets.
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As of September 30, 2026, noncurrent receivables from the Deconsolidated Subsidiaries were $32 million. This amount is recorded in “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets.
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As of September 30, 2026, trade accounts payable to the Deconsolidated Subsidiaries were $95 million. This amount is recorded in “Trade accounts payable” on our Condensed Consolidated Balance Sheets.
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As of September 30, 2026, accrued expenses and liabilities related to the Deconsolidated Subsidiaries were $80 million. This amount is recorded in “Other accrued expenses and liabilities” on our Condensed Consolidated Balance Sheets.
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As of September 30, 2026, long-term deferred revenue and other long-term liabilities related to the Deconsolidated Subsidiaries were $463 million, which includes the remaining prepayment amount of $339 million for the EchoStar XXV lease, discussed below. This amount is recorded in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets.
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In addition to the primary agreements discussed below, we also have other shared services agreements with the Deconsolidated Subsidiaries. The revenues and expenses for these shared services are recorded and included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) captions below.
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EchoStar XXIV Satellite Lease. Effective December 2023, the Deconsolidated Subsidiaries lease from us all of the capacity on the EchoStar XXIV satellite under an operating lease from us for a term of seven years and the option to renew for successive one year terms.
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EchoStar X, XI, XIV and XVI. The Deconsolidated Subsidiaries lease from us all available capacity on the EchoStar X, XI, XIV and XVI satellites. The term of each satellite capacity agreement generally terminates upon the earlier of: (i) the end-of-life of the satellite; (ii) the date the satellite fails; or (iii) a certain date, which depends upon, among other things, the estimated useful life of the satellite. We generally have the option to renew each satellite capacity agreement on a year-to-year basis through the end of the respective satellite’s life.
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EchoStar XXIII. The Deconsolidated Subsidiaries lease from us certain capacity on the EchoStar XXIII satellite on a month to month basis.
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EchoStar XXV. Effective March 12, 2026, the Deconsolidated Subsidiaries lease from us all available capacity on the EchoStar XXV satellite once it commenced commercial operations. The term of the satellite service agreement generally terminates upon the earlier of: (i) the end of life of the satellite; (ii) the date the satellite fails; or (iii) seven years following the effective date, with optional one-year extensions thereafter. The satellite service agreement includes the option for the Deconsolidated Subsidiaries to prepay the EchoStar XXV satellite service lease at a discounted amount from the amount that would otherwise be payable if the Deconsolidated Subsidiaries elected to pay in installments over the life of the satellite service lease.
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During the first quarter of 2026, the Deconsolidated Subsidiaries elected to utilize this option and made a discounted prepayment of $419 million. As of September 30, 2026, the remaining prepayment amount was $339 million, which is recorded in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets.
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Nimiq 5. The Deconsolidated Subsidiaries lease from us transponder service on 16 of the DBS transponders on this satellite on a month-to-month basis.
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TT&C Agreement - Master Transaction Agreement. We provide certain TT&C services to the Deconsolidated Subsidiaries.
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Collocation and Antenna Space Agreements. We entered into certain agreements pursuant to which we provide certain collocation and antenna space to the Deconsolidated Subsidiaries. The Deconsolidated Subsidiaries may terminate certain of these agreements with 180 days’ prior written notice to us and for certain other agreements with prior written notice no more than 120 days but no less than 90 days prior to the end of the then-current term.
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Real Estate. We lease certain office space to the Deconsolidated Subsidiaries. The Deconsolidated Subsidiaries pay their portion of the taxes, insurance, utilities and maintenance of the premises based on their percentage of occupancy.
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DBSD North America Agreement and TerreStar Agreement. We entered into an agreement pursuant to which the Deconsolidated Subsidiaries provide services to us for among other things, warranty, operations and maintenance and hosting services for certain gateway and ground-based communications equipment
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Hughes Broadband Distribution Agreement. Effective October 2012, we and Hughes entered into a Distribution Agreement (the “Distribution Agreement”) pursuant to which we have the right, but not the obligation, to market, sell and distribute the Hughes satellite Internet service (the “Service”) and to purchase certain broadband equipment from Hughes to support the sale of the Service for an extended initial term that ended March 1, 2024. Thereafter, the Distribution Agreement automatically renews for successive one year terms unless either party gives written notice of its intent not to renew to the other party at least 180 days before the expiration of the then-current term. Upon expiration or termination of the Distribution Agreement, the parties will continue to provide the Service pursuant to the terms and conditions of the Distribution Agreement.
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TT&C Agreement. We receive certain TT&C services from the Deconsolidated Subsidiaries.
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During both the three and nine months ended September 30, 2026, we incurred $31 million for selling, general and administrative expenses for services provided to us by the Deconsolidated Subsidiaries. These amounts are recorded in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The primary agreements pertaining to these expenses are discussed below.
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Professional Services Agreement. Effective January 2010, we and the Deconsolidated Subsidiaries entered into the Professional Services Agreement, pursuant to which the Deconsolidated Subsidiaries have the right, but not the obligation, to receive the following services from us, among others: information technology, travel and event coordination, internal audit, legal, accounting and tax, benefits administration, program acquisition services and other support services. Additionally, we and the Deconsolidated Subsidiaries agreed that we shall continue to have the right, but not the obligation, to engage the Deconsolidated Subsidiaries to manage the process of procuring new satellite capacity for us and receive logistics, procurement and quality assurance services from the Deconsolidated Subsidiaries and other support services. In February 2017 and in September 2019, we and the Deconsolidated Subsidiaries amended the Professional Services Agreement to, among other things, provide certain transition services to each other. The Professional Services Agreement renews automatically for successive one-year periods, unless terminated earlier by either party upon at least 60 days’ notice. However, either party may terminate the Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days’ notice.
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Revenue for services provided by us to the Deconsolidated Subsidiaries under the Professional Services Agreement is recorded in “Service revenue” and “Equipment sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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For the three and nine months ended September 30, 2026, we recorded a gain from the AT&T Transactions of $3.107 billion on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). This gain primarily resulted from the proceeds of $20.250 billion in cash from AT&T, less approximately $300 million of certain revenue previously recognized associated with these license, less the carrying value of the 3.45 GHz and 600 MHz Licenses, including capitalized interest, of $16.822 billion.
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Pursuant to the terms of the RSA, during the three months ended September 30, 2026, the DISH DBS Deconsolidated Subsidiaries prepaid without penalty the aggregate principal amount of $2.350 billion of the subsidiaries’ 5 1/4% Senior Secured Notes due December 1, 2026. The third quarter prepayment of the DISH DBS 5 1/4% Senior Secured Notes due December 1, 2026 was authorized by the Bankruptcy Court presiding over the DISH DBS Filing Entities’ restructuring proceedings. Subsequent to September 30, 2026, the DISH DBS Deconsolidated Subsidiaries prepaid the remaining principal amount of $400 million of the subsidiaries’ 5 1/4% Senior Secured Notes due December 1, 2026.
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On August 27, 2026, the June 2026 Filing Entities informed the Bankruptcy Court that they had determined to bifurcate the Prepackaged Chapter 11 Plan into separate plans for the DISH DBS Filing Entities and the DISH Wireless Filing Entities. On September 29, 2026, the Bankruptcy Court entered the order confirming the DISH DBS Filing Entities’ prepackaged chapter 11 plan (the “DISH DBS Prepackaged Chapter 11 Plan”). On October 1, 2026 (the “DISH DBS Emergence Date”), all of the conditions precedent to the effective date of the DISH DBS Prepackaged Chapter 11 Plan were satisfied or waived in accordance with the terms of the DISH DBS Prepackaged Chapter 11 Plan, and the DISH DBS Filing Entities emerged from bankruptcy.
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Due to the limited time between the DISH DBS Emergence Date and our filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, initial accounting for the reconsolidation of the DISH DBS Deconsolidated Subsidiaries is incomplete and we are not yet able to disclose the provisional amounts to be recognized as of the reconsolidation date for the assets acquired and liabilities assumed. We expect to provide the preliminary purchase price allocation information in the Annual Report on Form 10-K for the year ending December 31, 2026.
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DISH TV SAC. Historically, we reported the “average subscriber acquisition costs per new DISH TV subscriber activation,” or DISH TV SAC as a key metric. Due to the sustained decline in our gross new DISH TV subscriber activations, this metric is no longer significant or used to assess our operational performance. Beginning in the third quarter of 2026, we have discontinued reporting DISH TV SAC as a key metric. We believe that our existing Pay-TV segment key metrics, such as net Pay-TV subscribers, gross DISH TV subscriber additions, Pay-TV ARPU and DISH TV churn rate, along with financial measures, provide sufficient information for investors to assess our operating performance and financial condition of the Pay-TV segment.
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As of September 30, 2026, due to the deconsolidation of substantially all of our Pay-TV segment and our Pay-TV business, we have not reported Pay-TV subscribers or other subscriber data.
Read in the 10-Q ↗
As of September 30, 2026, due to the deconsolidation of substantially all of our Pay-TV segment and our Pay-TV business, we have not reported Pay-TV subscribers or other subscriber data.
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3 3/8% Convertible Notes due 2026. We redeemed, in cash, the remaining principal balance of $45 million of our 3 3/8% Convertible Notes due 2026 as of August 15, 2026, the instrument’s maturity date.
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Controls and procedures
The modifications during the quarter ended June 30, 2026, described above, regarding the deconsolidation of the Filing Entities were also applied to the deconsolidation of the Hughes Filing Entities, described below.
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Risk Factors
On August 2, 2026, our subsidiary Hughes Satellite Systems Corporation (“HSSC”) and certain of its U.S. subsidiaries, including Hughes Network Systems, LLC (the “Hughes Filing Entities”) commenced voluntary cases under chapter 11 of the Bankruptcy Code (the “Hughes Chapter 11 Cases” and, together with the DISH Chapter 11 Cases, the “Chapter 11 Cases”) in the Bankruptcy Court to pursue confirmation of a plan of reorganization. In addition, the board of directors of HSSC established a special committee (the "HSSC Special Committee"), to which it delegated exclusive authority over matters determined by the HSSC board or the HSSC Special Committee to be conflict matters.
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We Use AI Technologies in Our Business, and the Use of These Technologies Involves, among other things, Certain Technological and Legal Risks.
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We use artificial intelligence and machine learning technologies (collectively, “AI Technologies”) across our business, with AI Technologies integrated into most functions performed by our business units. Our use of, and investments in, AI Technologies may not produce the expected benefits on our anticipated timeline or at all. Flawed design, poor quality or improperly licensed data, inadequate oversight, defects, cybersecurity threats (including offensive use of AI Technologies) or other negative results, could impair our networks and services, cause errors in our regulatory filings, contracts, financial reporting and business decisions, harm our reputation or expose us to civil claims and other liability.
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Our use of AI Technologies in our Pay-TV, Wireless, Broadband and Satellite Services and Other segments and internal processes is still developing and may not succeed. We also depend on third-party AI Technologies and infrastructure whose availability, pricing and terms we cannot control, and any disruption could harm our operations, services and reputation.
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The regulatory framework for AI Technologies is evolving and uncertain, including federal efforts to challenge or preempt state AI laws and new AI laws enacted or under consideration in a number of states. New laws, or the application of existing communications, telemarketing, data privacy, competition and consumer protection laws, could limit our use of AI Technologies or increase our costs, and any actual or perceived noncompliance could result in litigation, enforcement actions, reputational harm and penalties, any of which could have a material adverse effect on our business, financial condition and results of operations.
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Item 6
4.1◻ Second Supplemental Indenture relating to the DISH DBS 5.125% Senior Notes due 2029, dated as of October 1, 2026, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank Trust, National Association, as Trustee.
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4.2◻ Second Supplemental Indenture, relating to the DISH DBS 5.25% Senior Secured Notes due 2026 and the 5.75% Senior Secured Notes due 2028, dated as of October 1, 2026, among DISH DBS Corporation, the guarantors named on the signature pages thereto, Wilmington Savings Fund Society, FSB, as Trustee and U.S. Bank Trust National Association, as Collateral Agent.
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4.3◻ Second Supplemental Indenture relating to the DISH DBS 7.375% Senior Notes due 2028, dated as of October 1, 2026, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank Trust, National Association, as Trustee.
Read in the 10-Q ↗
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Mar 2, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Added10-Q 2026-11-03 vs 10-K 2026-03-02
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 “DISH Filing Entities”), commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “DISH Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), to pursue confirmation of a joint prepackaged chapter 11 plan, which restructures certain liabilities of the DISH Filing Entities pursuant to the terms of the Restructuring Support Agreement dated March 19, 2026 (the “RSA”). Following the commencement of the DISH Chapter 11 Cases, the DISH Filing Entities bifurcated their prepackaged plan into separate plans for the DISH DBS Filing Entities and the DISH Wireless Filing Entities. On September 29, 2026, the Bankruptcy Court entered an order confirming the DISH DBS Filing Entities’ chapter 11 plan. On October 1, 2026, all of the conditions precedent to the effective date of the DISH DBS Filing Entities’ chapter 11 plan were satisfied or waived in accordance with the terms of the such plan, and the DISH DBS Filing Entities emerged from bankruptcy. The chapter 11 cases of the DISH Wireless Filing Entities remain pending.
Added10-Q 2026-11-03 vs 10-K 2026-03-02
On August 2, 2026, our subsidiary Hughes Satellite Systems Corporation (“HSSC”) and certain of its U.S. subsidiaries, including Hughes Network Systems, LLC (the “Hughes Filing Entities”) commenced voluntary cases under chapter 11 of the Bankruptcy Code (the “Hughes Chapter 11 Cases” and, together with the DISH Chapter 11 Cases, the “Chapter 11 Cases”) in the Bankruptcy Court to pursue confirmation of a plan of reorganization. In addition, the board of directors of HSSC established a special committee (the "HSSC Special Committee"), to which it delegated exclusive authority over matters determined by the HSSC board or the HSSC Special Committee to be conflict matters.
Added10-Q 2026-11-03 vs 10-K 2026-03-02
The DISH Wireless Filing Entities and the Hughes Filing Entities are engaged in ongoing negotiations with their respective stakeholders with the objective of formulating, soliciting, and obtaining Bankruptcy Court approval of chapter 11 plans that achieve their restructuring objectives. EchoStar Corporation is not a debtor in the Chapter 11 Cases, and certain subsidiaries and operating brands are not included in the proceedings. Nevertheless, the Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations, liquidity and prospects.
Added10-Q 2026-11-03 vs 10-K 2026-03-02
Chapter 11 Plan confirmation, timing and execution risks: Chapter 11 plans for the DISH Wireless Filing Entities and the Hughes Filing Entities remain subject to ongoing negotiations with creditors and other stakeholders. Once formulated, these plans must be approved by the Bankruptcy Court. Objections by creditors, failure to satisfy conditions to confirmation or effectiveness, appeals, or other legal or procedural developments, could in each case delay or prevent confirmation or emergen...
Added10-Q 2026-11-03 vs 10-K 2026-03-02
Potential parent-level claims and financial exposure: Although the pending Chapter 11 Cases are limited to the DISH Wireless Filing Entities and the Hughes Filing Entities, and EchoStar Corporation is not a debtor, certain creditors have asserted and are seeking or may in the future seek standing to file and prosecute, on behalf of the Filing Entities’ estates, claims or causes of action against EchoStar or its non-debtor subsidiaries. If any such claims are successful, our business, fina...
Added10-Q 2026-11-03 vs 10-K 2026-03-02
Operational, asset and counterparty risks: The Chapter 11 Cases are intended to facilitate a rapid and orderly transition of the legacy DISH Wireless business infrastructure, including decommissioning of our facilities-based 5G network, and the Hughes Filing Entities’ Chapter 11 Cases are intended to pivot and reorient the Hughes Filing Entities toward its enterprise and government businesses while continuing to service its existing direct-to-consumer business. The pendency of the Chapter...
Added10-Q 2026-11-03 vs 10-K 2026-03-02
Consolidated financial condition, debt and capital markets risks: The Chapter 11 Cases and our broader consolidated debt burden could materially adversely affect our liquidity, credit profile, access to capital and the market price of our securities. As a result, an investment in our securities may be highly speculative and subject to significant volatility.
Added10-Q 2026-11-03 vs 10-K 2026-03-02
Deconsolidation Risks. As a result of the Chapter 11 Cases, we deconsolidated the June 2026 Deconsolidated Subsidiaries effective June 30, 2026 and the July 2026 Deconsolidated Entities effective July 31, 2026. Beginning with the third quarter of 2026, the operating results of the Deconsolidated Subsidiaries, which constitute a substantial portion of our businesses and substantially all of our expenses for our Other segment, were no longer included in our consolidated results of operation...
Added10-Q 2026-11-03 vs 10-K 2026-03-02
We Use AI Technologies in Our Business, and the Use of These Technologies Involves, among other things, Certain Technological and Legal Risks.
Added10-Q 2026-11-03 vs 10-K 2026-03-02
We use artificial intelligence and machine learning technologies (collectively, “AI Technologies”) across our business, with AI Technologies integrated into most functions performed by our business units. Our use of, and investments in, AI Technologies may not produce the expected benefits on our anticipated timeline or at all. Flawed design, poor quality or improperly licensed data, inadequate oversight, defects, cybersecurity threats (including offensive use of AI Technologies) or other negative results, could impair our networks and services, cause errors in our regulatory filings, contracts, financial reporting and business decisions, harm our reputation or expose us to civil claims and other liability.
Added10-Q 2026-11-03 vs 10-K 2026-03-02
Our use of AI Technologies in our Pay-TV, Wireless, Broadband and Satellite Services and Other segments and internal processes is still developing and may not succeed. We also depend on third-party AI Technologies and infrastructure whose availability, pricing and terms we cannot control, and any disruption could harm our operations, services and reputation.
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