10-K 0001104659-26-021817 (2026-03-02) vs 10-K 0001558370-25-001663 (2025-02-27)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 19,037 |
10.5% |
| MD&A | Item 7 | 25,630 |
36.8% |
| Legal Proceedings | Item 3, via Note 15 – Commitments and Contingencies | 16,705 |
28.3% |
| Accounting Policies | 10-K text, Note 2 – Summary of Significant Accounting Policies | 10,655 |
27.0% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 425 words changed in this paragraph; it is 40% similar to last year's version.
Programming Contracts In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content. These programming commitments are not included in the “Commitments” table above. The terms of our contracts typically range from one to ten years with annual rate increases. Our programming expenses will increase to the extent we are successful in growing our Pay-TV subscriber base. In addition, programming costs per subscriber continue to increase due to contractual price increases and the renewal of long-term programming contracts on less favorable pricing terms. Patents and Intellectual Property Many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that cover or affect products or services that we offer or that we may offer in the future. We may not be aware of all intellectual property rights that our products or services may potentially infringe. Damages in patent infringement cases can be substantial and in certain circumstances can be trebled. Further, we cannot estimate the extent to which we may be required in the future to obtain licenses with respect to patents held by others and the availability and cost of any such licenses. Various parties have asserted patent and other intellectual property rights with respect to components of our products and services. We cannot be certain that these persons do not own the rights they claim, that our products do not infringe on these rights and/or that these rights are not valid. Further, we cannot be certain that we would be able to obtain licenses from these persons on commercially reasonable terms or, if we were unable to obtain such licenses, that we would be able to redesign our products to avoid infringement. Contingencies Litigation We are involved in a number of legal proceedings (including those described below) concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made. For certain cases described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
Source: Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001104659-26-021817 vs Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001558370-25-001663
Accounting Policies 390 words changed in this paragraph; it is 40% similar to last year's version.
Cash and Cash Equivalents We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2025 and 2024 may consist of money market funds, government bonds, corporate notes and commercial paper. The amortized cost of these investments approximates their fair value. Concentration of Credit Risk Cash and cash equivalents are maintained with several financial institutions domestically and internationally. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with investment-grade credit ratings. We routinely assess the financial strength of significant customers, and this assessment, combined with the large number and geographical diversity of its customers, limits our concentration of risk with respect to receivables from contracts with customers. Marketable Investment Securities All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholders’ Equity (Deficit),” net of related deferred income tax on our Consolidated Balance Sheets. The changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). We evaluate our debt investment portfolio to determine whether declines in the fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate the expected credit losses, measured over the contractual life of marketable debt securities considering relevant issuer specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay. Receivables and Related Allowance for Credit Losses General Accounts Receivable Trade accounts receivable represent our unconditional rights to consideration arising from our performance under our customer contracts and are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. We estimate the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions and forecasts of future economic conditions. With respect to our current accounts receivable, we have elected to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.
Source: 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001104659-26-021817 vs 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001558370-25-001663
MD&A 219 words changed in this paragraph; it is 40% similar to last year's version.
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $482 million $1.522 billion during the year ended December 31, 2024, 2025, an increase of $391 million $1.040 billion compared to the same period in 2023. During 2024. This increase primarily resulted from interest expense related to debt issuances in the third and fourth quarters of 2024, partially offset by the redemption of debt that matured in March and November 2024 and debt tendered for exchange and cancelled in the fourth quarter of 2024. In addition, the year ended December 31, 2024, as 2025 was negatively impacted by a $260 million decrease in capitalized interest compared to the qualifying assets, including markets within certain bands same period in 2024 due to fewer activities that qualify for capitalization, partially offset by a higher capitalization rate. As a result of wireless spectrum licenses, have been placed into service with the termination of the deployment of our 5G Network, we no longer capitalize have 5G Network activities that qualify for capitalization and as such ceased capitalizing interest on those the 5G Network qualifying assets and as a result, capitalized interest was reduced by $230 million, and interest expense increased. at the end of August 2025. See Note 2 to in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. In addition, this increase resulted from the DISH DBS Financing and issuance of new senior secured and convertible notes, partially offset by the redemption of debt that matured in March and November 2024 and the extinguishment of our Existing DISH Convertible Notes in connection with the EchoStar Exchange Offers, as defined and detailed in Note 10 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K.
Source: Item 7, 10-K 0001104659-26-021817 vs Item 7, 10-K 0001558370-25-001663
Risk Factors 173 words changed in this paragraph; it is 54% similar to last year's version.
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. Many In addition, many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer. In general, if a court determines that one or more of our products or services infringes on intellectual property held by others, we may be required to cease developing or marketing those products or services, to obtain licenses from the holders of the intellectual property at a material cost or to redesign those products or services in such a way as to avoid infringing the intellectual property. 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.
Source: Item 1A, 10-K 0001104659-26-021817 vs Item 1A, 10-K 0001558370-25-001663
Every change, by type
Sentences and paragraphs of ECHO's Risk Factors and MD&A, 10-K 2026-03-02 against 10-K 2025-02-27.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
RemovedRisk Factors
We capitalize our interest expense associated with the acquisition or construction of certain assets including, among others, our Wireless spectrum licenses. This capitalized interest increases the carrying amount of these licenses for purposes of impairment testing, under which we consider whether it is more likely than not that the fair value of these licenses exceeds the carrying amount of these licenses. An increase in the carrying amount of these licenses combined with other changes in circumstances and/or market conditions could result in an increased risk of an impairment of these licenses in the future, and an impairment of these assets may have a material adverse effect on our business, results of operations and financial condition.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedRisk Factors
Pursuant to the Amended Support Agreement (which was signed as part of the Merger), completed acquisition on December 31, 2023 of DISH Network by us pursuant to the Amended and Restated Agreement and Plan of Merger, (the “Merger”)), Mr.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Enhancing our 5G Network, including, but not limited to, our ongoing 5G Network Deployment, is subject to risks related to, among other things, equipment choices, network deployment and management and service offerings. offerings, including, but not limited to, working with our MVNO partners.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
As we continue our 5G Network Deployment, a Hybrid MNO, we currently depend in part on T-Mobile and AT&T to provide us with network services pursuant to the MNSA and the NSA, respectively, primarily in areas our 5G Network doesn’t cover. respectively.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
While our agreements with AT&T and T-Mobile had ten and seven-year fixed terms from the date of signing, respectively, signing that have since been amended, to the extent that either network service provider experiences, among other things, network capacity challenges or other challenges, it is possible that our subscribers could be de-prioritized for access to those networks.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Wireless mobile video offerings have become more prevalent in the marketplace as wireless telecommunications providers have expanded the fifth generation of wireless communications. communications continued to partner with providers of live and on-demand video content.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Our success and financial results also depend on, among other factors, our ability to achieve a lower cost structure in our 5G Network Deployment and commercialization of our 5G Network. Hybrid MNO.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
While our subscribers can use their traditional video subscription to access mobile programming, an increasing number of subscribers are also using mobile devices as the sole means of viewing video, and an increasing number of non-traditional video providers is developing content and technologies to satisfy that demand. demand, including, but not limited to, certain exclusive content.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
As we complete our 5G Network Deployment and continue to transition our business to an a Hybrid MNO from an MVNO, our results of operations and financial performance will depend in part on our ability to offer wireless services more cost effectively than we are able to do so through the use of our current MVNO agreements.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Furthermore, we believe that our Wireless wireless business, including, but not limited to, our ability to complete operate our 5G Network Deployment, Hybrid MNO, is dependent on our ability to identify, hire, develop, motivate and retain a team of highly skilled personnel with knowledge of the wireless industry.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Interruption and/or failure of any of these systems could, among other things, disrupt our operations, interrupt our services, result in significant financial expenditures and damage our reputation, thus adversely impacting our ability to provide our services, retain our current subscribers and attract new Pay-TV, Wireless, and Broadband subscribers and complete our 5G Network Deployment. subscribers.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Our systems are vulnerable to run the risk of damage, intrusion or disruption from, among other things, criminal and/or terrorist attacks, telecommunications failures, computer viruses, ransomware attacks, digital denial of service attacks, phishing and/or other attempts to injure or maliciously access our systems.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
There is no assurance that the FCC will find our 5G Network Deployment buildout activities sufficient to meet the build-out requirements to which our Wireless wireless spectrum licenses are subject.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesRisk Factors
Many In addition, many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesRisk Factors
In addition, although Although we take protective measures designed to secure our information technology systems and endeavor to modify such protective measures as circumstances warrant, our information technology hardware and software infrastructure and communications systems, or those of third parties that we use in our operations, may be vulnerable to a variety of interruptions, including, without limitation, natural disasters, terrorist attacks, telecommunications failures, cyber-attacks and other malicious activities such as unauthorized access, physical or electronic break-ins, misuse, computer viruses or other malicious code, computer denial of service attacks and other events that could disrupt or harm our business.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesRisk Factors
We may will need additional capital, which may not be available on favorable terms or at all, to fund current obligations, continue investing in our business and to finance acquisitions and other strategic transactions.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.”
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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”).
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
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”).
Read it in 10-K 2026-03-02 at sec.gov ↗
RemovedMD&A
On September 29, 2024, we and DTV entered into 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, which operates our Pay-TV business.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
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 were not consummated by the Exchange Offer Settlement Date (as defined in the Purchase Agreement). No termination fee or other payment was due from either party to the other as a result of the termination of the Purchase Agreement.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
We are currently operating primarily as an MVNO as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network. We are transitioning to an MNO as our 5G Network has become commercially available and we grow customer traffic on our 5G Network. We are currently activating Boost Mobile subscribers with compatible devices onto our 5G Network in markets where we have reached VoNR. We currently offer a broad range of premium wireless devices on our 5G Network, including the Apple iPhone 15 and newer generation iPhones. We have deployed 5G VoNR covering over 220 million Americans. Within our MVNO operations, today we depend in part on T-Mobile and AT&T to provide us with network services under the MNSA and NSA, respectively.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
As part of the commercialization of our Wireless spectrum licenses through the completion of our 5G Network Deployment, we have committed to the FCC to deploy our 5G Network capable of serving increasingly larger portions of the U.S. population at different deadlines.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
On September 29, 2023, the FCC confirmed we met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, was achieved in March 2024 using the drive test methodology previously agreed upon by us and the FCC and overseen by an independent monitor.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Impairment of long-lived assets and goodwill. “Impairment of long-lived assets and goodwill” includes our impairment losses related to our property and equipment, regulatory authorizations, goodwill and other intangible assets.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
We offer Pay-TV services under the DISH brand and the SLING brand. As of December 31, 2024, we had 7.778 million Pay-TV subscribers in the United States, including 5.686 million DISH TV subscribers and 2.092 million SLING TV subscribers.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Through our subsidiaries, we hold dozens of issued United States and foreign patents that relate to Adaptive Bitrate Streaming. On September 9, 2022, the chief administrative law judge at the United States International Trade Commission (“ITC”) issued an Initial Determination holding that the video streaming in certain Peloton, NordicTrack and Mirror exercise equipment infringes four of those patents, and recommended that the ITC prevent the importation of the infringing products. On March 8, 2023, the ITC issued its Final Determination, which affirmed the Initial Determination for three of the four patents in all material aspects, and issued the recommended exclusion and cease and desist orders, which will become effective after a Presidential review period. On February 9, 2023, we entered into a confidential license agreement covering Mirror exercise equipment that resolves our litigation involving those products. On May 1, 2023, we entered into a $75 million license agreement covering Peloton exercise equipment that resolves our litigation involving those products. During the year ended December 31, 2023, we recorded the $75 million license agreement in “Equipment sales and other revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). On March 6, 2024, we entered into a license agreement covering NordicTrack exercise equipment that resolves our litigation involving those products and received the initial payment.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
We offer nationwide Wireless services to subscribers primarily under our Boost Mobile and Gen Mobile brands. Prepaid Wireless subscribers generally pay in advance for monthly access to wireless talk, text and data services. Postpaid Wireless subscribers are qualified to pay after receiving wireless talk, text and data services and may also qualify for certain device financing arrangements.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Boost Mobile postpaid. During 2023, we launched our nationwide expansion of our Boost Mobile postpaid Wireless service. At the end of the third quarter of 2023, we began offering premium wireless devices, including Apple products. We currently offer a broad range of premium wireless devices on our 5G Network, including the Apple iPhone 15 and newer generation iPhones.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
We are currently operating primarily as an MVNO as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network. We are transitioning to an MNO as our 5G Network has become commercially available and we grow customer traffic on our 5G Network. We are currently activating Boost Mobile subscribers with compatible devices onto our 5G Network in markets where we have reached VoNR. We have deployed 5G VoNR covering over 220 million Americans. Within our MVNO operations, today we depend in part on T-Mobile and AT&T to provide us with network services under the MNSA and NSA, respectively. As of December 31, 2024, we had 6.995 million Wireless subscribers.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
During the second half of 2022, we began the process of migrating subscribers off the Transition Services Agreement (“TSA”) with T-Mobile, including the billing systems, and onto our own billing and operational support systems. The migration of subscribers to our new billing and operational support systems accelerated during the fourth quarter of 2022 and continued in the first and second quarters of 2023. The migration of subscribers during the first and second quarters of 2023 negatively impacted our Wireless churn rate and our results of operations. During the second quarter of 2023, we completed the migration of subscribers off the TSA with T-Mobile and onto our own billing and operational support systems.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedMD&A
The net cash outflows in 2023 2025 primarily related to the repurchases and redemption of our senior notes Term Loan due 2025 of $1.461 billion, net $500 million, the redemption of our 0% Convertible Notes due 2025 of $138 million, repurchases of our Convertible 5 1/4% Senior Secured Notes due 2026 of $110 million $123 million, redemptions of our Term Loan due 2029 and Mandatorily Redeemable Preferred Shares due 2029 of $213 million, repayments of long-term debt and finance lease obligations of $122 $70 million and repurchases of our Class A common stock of $49 million, partially offset by $1.522 billion and $150 million in net proceeds from the additional issuance of our 11 10 3/4% Senior Secured Notes due 2027. 2029.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
Net “Net cash flows from operating activities activities” from 2023 2024 to 2024 2025 decreased $1.180 billion, $1.352 billion primarily attributable to a $815 $907 million decrease in income adjusted to exclude the non-cash charges items for “Depreciation and amortization” expense, “Impairments and other,” “Realized and unrealized losses (gains) and impairments on investments, impairments investments and other,” “Asset sales and other losses (gains),” “EchoStar Exchange Offers exchange offers debt extinguishment losses (gains),” “Liberty Puerto Rico Asset Sale losses (gains),” “Realized and unrealized losses (gains) on derivatives,” “Non-cash, stock-based compensation” expense, “Interest expense paid in kind on long-term debt,” and “Deferred tax expense (benefit),” “Equity in (earnings) losses of affiliates,” and “Impairment of long-lived assets and goodwill. (benefit).
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
In addition, prior to January 1, 2024, Beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of sales – equipment and other” included services” excludes certain direct costs related to our 5G Network Deployment, that we abandoned and are decommissioning, including lease expense on communication towers, transport, cloud services towers and other costs, which is are now included in “Cost of services” sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
The year ended December 31, 2024 2025 was also negatively positively impacted by a $73 $100 million loss in equity in earnings, including $63 asset sales and other net gains and $11 million of early debt extinguishment gains from the repurchases of our portion of Invidi’s goodwill impairment, and $73 senior secured notes, partially offset by $10 million in net losses and impairments on marketable and non-marketable investment securities.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
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 one-time, non-cash items that we do not consider to capital expenditures and acquisitions for those business segments, as well as in evaluating be reflective of our ongoing operating performance in relation to our competitors. performance.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
Beginning on January 1, 2024, as we had commenced utilizing our 5G Network for commercial traffic, “Cost of services” includes certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services towers and other costs which were previously reported in “Cost of sales – equipment and other” (the “Operational Presentation Change”), which totaled $977 million for the year ended December 31, 2023, as a significant portion of our 5G Network was placed into service. other.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
On October 25, 2024, February 26, 2026, our Board of Directors extended the plan and authorized stock repurchases an increase in the maximum dollar value of shares that may be repurchased under the plan, such that we are currently authorized to repurchase up to $1.0 $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2025. 2026.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
This change was primarily driven by no depreciation expense for the 5G Network assets impaired during the third quarter of 2025, partially offset by an increase in depreciation and amortization expense related to 5G Network Deployment assets being placed in service. service during 2024 and 2025 prior to the non-cash impairment of certain 5G Network assets during the third quarter of 2025.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
During the fourth second quarter of 2024, 2025, we removed approximately 79,000 28,000 subscribers from our period end Wireless DISH TV subscriber count representing Wireless DISH TV subscribers whose economic interests were sold during the year ended December 31, 2024 and these subscribers will migrate off 2025 as part of the sale of our network beginning in the second quarter of 2025. Fiber business.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
The decrease increase in “Equipment sales and other revenue” compared to the same period in 2022 2024 was primarily related to an increase in sales of wireless devices with higher revenue per unit, partially offset by a decrease in wireless device units shipped and higher promotional subsidies, partially offset by higher revenue per unit shipped due to unit mix. shipped.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
Net cash flows from operating activities from 2023 to 2024 decreased $1.180 billion, primarily attributable to a $815 million decrease in income adjusted to exclude non-cash charges for “Depreciation and amortization” expense, “Impairments and other,” “Realized and unrealized losses (gains) and impairments on investments, impairments investments and other,” “EchoStar Exchange Offers exchange offers debt extinguishment losses (gains),” “Liberty Puerto Rico Asset Sale “Asset sales and other losses (gains),” “Realized and unrealized losses (gains) on derivatives,” “Non-cash, stock-based compensation” expense, expense and “Deferred tax expense (benefit),” “Equity in (earnings) losses of affiliates,” and “Impairment of long-lived assets and goodwill. (benefit).
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies and we may need to raise additional capital, varies, depending on, among other things, the rate at which we complete our 5G Network Deployment, the potential purchase of additional wireless spectrum licenses, including any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC, and the rate at which we acquire new subscribers and the cost of subscriber acquisition and retention.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesMD&A
This removal had no material impact on any other reported subscriber metrics, other than our period end Wireless DISH TV subscriber count.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesMD&A
This removal had no material impact on any other reported subscriber metrics, other than our period end Wireless subscriber count.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesMD&A
During the fourth quarter of 2024, we removed approximately 79,000 subscribers from our period end Wireless subscriber count representing Wireless subscribers whose economic interests were sold during the year ended December 31, 2024 and these subscribers will migrate migrated off our network beginning in the second quarter of 2025.
Read it in 10-K 2026-03-02 at sec.gov ↗
