EchoStar & Hughes Satellite Systems Enter Definitive Agreement

TL;DR

EchoStar and Hughes Satellite Systems signed a major deal. Details to follow.

AI Summary

On August 25, 2025, EchoStar Corp. and Hughes Satellite Systems Corp. entered into a Material Definitive Agreement. This filing also includes information related to Regulation FD Disclosure and Other Events, with financial statements and exhibits provided.

Why It Matters

This filing indicates a significant agreement between EchoStar Corp. and its subsidiary Hughes Satellite Systems Corp., potentially impacting their operational strategies and financial structures.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, which could involve significant financial or operational changes for the involved companies.

Key Players & Entities

• EchoStar Corp. (company) — Filer and party to agreement
• Hughes Satellite Systems Corp. (company) — Filer and party to agreement
• August 25, 2025 (date) — Date of Material Definitive Agreement

FAQ

Key Financial Figures

• $0.001 — hich registered Class A common stock, $0.001 par value SATS The Nasdaq Stock Mar
• $22,650,000,000.00 — s"), for an aggregate purchase price of $22,650,000,000.00 in cash, subject to certain potential a
• $18.6 billion — t of any such adjustments, is less than $18.6 billion (the "Minimum Purchase Price"). However

Filing Documents

• tmb-20250825x8k.htm (8-K) — 98KB
• tmb-20250825xex99.htm (EX-99) — 11KB
• 0001415404-25-000035.txt ( ) — 298KB
• tmb-20250825.xsd (EX-101.SCH) — 5KB
• tmb-20250825_def.xml (EX-101.DEF) — 14KB
• tmb-20250825_lab.xml (EX-101.LAB) — 20KB
• tmb-20250825_pre.xml (EX-101.PRE) — 15KB
• tmb-20250825x8k_htm.xml (XML) — 20KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . License Purchase Agreement On August 25, 2025, EchoStar Corporation, a Nevada corporation ("EchoStar" or "Seller"), and the other Seller Parties named therein, (together with Seller, the "Seller Parties" and each a "Seller Party") and AT&T Mobility II LLC, a Delaware limited liability company ("Buyer"), a subsidiary of AT&T Inc. ("AT&T or "Buyer") entered into a License Purchase Agreement (the "License Purchase Agreement," and the transactions contemplated thereby, the "Transactions"). Pursuant to the terms and subject to the conditions set forth in the License Purchase Agreement, the Seller Parties have agreed to sell all 3.45 GHz and 600 MHz spectrum licenses that are either licensed to or pending assignment to the Seller Parties as of the date of the License Purchase Agreement (collectively, the "Licenses"), together with a 99-year extension of existing leases for Buyer's exclusive use of certain wireless spectrum licenses in Hawaii (the "Extended Hawaii Lease Agreements"), for an aggregate purchase price of $22,650,000,000.00 in cash, subject to certain potential adjustments (the "Closing Purchase Price"). The Closing Purchase Price is subject to downward adjustment in the event certain Licenses are ultimately excluded by either the Seller Parties or the Buyer under specified customary circumstances. The Seller Parties are not obligated to consummate the 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, the Buyer may elect to pay the Minimum Purchase Price at Closing, in which case this condition will be deemed satisfied. The License Purchase Agreement provides that, at the closing of the Transactions, any amounts outstanding under that certain

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 26, 2025, the Company issued a press release announcing the execution of the License Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

01. Other Events

Item 8.01. Other Events. Amendments to the Network Services Agreement Simultaneously with the execution of the License Purchase Agreement, DISH Wireless L.L.C., a subsidiary of EchoStar, and AT&T Mobility LLC, a subsidiary of AT&T, entered into the Fifth Amendment and the Sixth Amendment to the Network Services Agreement (the "NSA") (the "Fifth Amendment") and (the "Sixth Amendment"), respectively. The term of the Fifth Amendment is scheduled to begin on January 1, 2026 and extends certain terms and conditions under the NSA that were previously available only through the end of 2025. The Sixth Amendment sets forth new terms including reduced rates if DISH meets certain minimum data thresholds while transitioning to a hybrid MNO. A hybrid MNO is where DISH operates those portions of the network infrastructure such as the network core and billing and provisioning software, while DISH's network partner, AT&T, provides elements including base stations, radios, radio access network (RAN) software and spectrum frequencies. DISH may elect to transition to a hybrid MNO and trigger the Sixth Amendment rates as early as the fourth quarter of 2025 and AT&T has agreed to provide these services to DISH through December 31, 2031. The pricing under Sixth Amendment takes effect on the first day of the month in which DISH hits specific data traffic thresholds. DISH is not obligated to transition to a hybrid MNO or meet the specified data thresholds, but will not be entitled to the terms of the Sixth Amendment unless it has met such thresholds and is transitioning to a hybrid MNO. During the term, DISH has the option to extend the Sixth Amendment up to two times for additional extension terms of 2-years each, until either December 31, 2033 or December 31, 2035 (each an "Extension Term"). Any Extension Term exercised by DISH also contains certain minimum purchase commitments.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description Exhibit 99.1 Press Release of EchoStar Corporation, dated August 26, 2025. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ECHOSTAR CORPORATION DISH NETWORK CORPORATION HUGHES SATELLITE SYSTEMS CORPORATION DISH DBS CORPORATION Date: August 26, 2025 By: /s/ Dean A. Manson Dean A. Manson Chief Legal Officer and Secretary

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View this 8-K filing on SEC EDGAR