EchoStar Corp. Files 8-K: Material Agreement & Officer Changes

Ticker: SATS · Form: 8-K · Filed: Nov 6, 2025 · CIK: 1415404

Sentiment: neutral

Topics: material-agreement, officer-changes, director-changes

TL;DR

EchoStar signed a big deal and some execs are out. Watch this space.

AI Summary

EchoStar Corp. announced on November 5, 2025, the entry into a material definitive agreement and changes in its officer and director positions. The company also filed financial statements and exhibits related to these events. Specific details regarding the agreement and the individuals involved in the officer and director changes were not fully disclosed in this filing.

Why It Matters

This filing indicates significant corporate actions at EchoStar, including a new material agreement and potential leadership transitions, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and changes in officers/directors, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by EchoStar Corp. on November 5, 2025?

The filing states that EchoStar Corp. entered into a material definitive agreement on November 5, 2025, but the specific terms and counterparty are not detailed in this document.

Which officers or directors have departed from EchoStar Corp. as of November 5, 2025?

The filing indicates the departure of directors or certain officers, as well as the election of directors and appointment of certain officers, but does not name the specific individuals involved.

What is the significance of the 'Regulation FD Disclosure' item in this 8-K filing?

The Regulation FD Disclosure item suggests that the information being filed is intended to prevent the selective disclosure of material non-public information to certain investors.

What are the primary business activities of EchoStar Corp. based on its SIC code?

EchoStar Corp.'s Standard Industrial Classification (SIC) code is 4899, which corresponds to 'Communication Services, NEC' (Not Elsewhere Classified).

When was EchoStar Corp. incorporated and what is its fiscal year end?

EchoStar Corp. was incorporated in Nevada (NV) and its fiscal year ends on December 31.

Filing Stats: 1,373 words · 5 min read · ~5 pages · Grade level 12.2 · Accepted 2025-11-06 06:16:15

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . Amended and Restated License Purchase Agreement On November 5, 2025, EchoStar Corporation, a Nevada corporation (" EchoStar " or the " Company "), Space Exploration Technologies Corp., a Texas corporation (" Purchaser "), and Spectrum Business Trust 2025-1, a Nevada Business Trust (" Trust "), entered into an Amended and Restated License Purchase Agreement (the "Amended and Restated License Purchase Agreement," and the transactions contemplated thereby, the " Transactions "). The Amended and Restated License Purchase Agreement amends and restates in its entirety the License Purchase Agreement, dated as of September 7, 2025 (the " Original License Purchase Agreement "), by and among EchoStar, Purchaser and Trust. Pursuant to the Amended and Restated License Purchase Agreement, EchoStar and Purchaser have agreed to revise the terms of their previously announced transaction to include the transfer of up to an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695–1710 MHz for each relevant license area from EchoStar to Purchaser in exchange for additional consideration of $2,616,737,853, all of which will be paid in Purchaser's Class A Common Stock, valued at $212 per share. As a result of this change, the total consideration for the Transactions has increased from $17 billion to $19,616,737,853, with up to $11,116,737,853 to be paid in Purchaser's Class A Common Stock, valued at $212 per share. Except as set forth above, the material terms of the Amended and Restated License Purchase Agreement are substantially the same as the terms of the Original License Purchase Agreement, which was previously summarized in the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2025, and such summary is incorporated herein by reference. The Original License Purchase Agreement was filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the Quarterly Pe

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 6, 2025, the Company announced the creation of a new division within EchoStar to be named EchoStar Capital. In connection therewith, effective November 6, 2025, Charles W. Ergen, Chairman of EchoStar, has accepted his appointment by the board of directors of the Company (the " Board ") as Chairman, President and Chief Executive Officer of the Company, and Hamid Akhavan (formerly President and Chief Executive Officer of EchoStar) has accepted his appointment by the Board as Chief Executive Officer, EchoStar Capital. Mr. Akhavan will continue to serve as a member of the Board. Mr. Ergen, age 72, has served as our executive Chairman since November 2009 and Chairman of the Board of Directors since our formation in 2007. Mr. Ergen served as our Chief Executive Officer from our formation in 2007 until November 2009. Mr. Ergen was also Chairman of the Board of Directors of DISH Network Corporation (" DISH ") since its formation and, during the past five years, held executive officer and director positions with DISH and its subsidiaries, most recently serving as the Chief Executive Officer of DISH from March 2015 to December 2017. Mr. Ergen also serves as Chairman of the Board of CONX Corp., since August 2020. A description of Mr. Ergen's and Mr. Akhavan's existing compensatory arrangements is provided in the section titled "Executive Compensation and Other Information" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2025 (the " 2025 Proxy Statement "). There are no new compensation arrangements, grants or awards or any modifications to the existing arrangements for Mr. Ergen or Mr. Akhavan in connection with these appointments. Information regarding family relationships, as defined in Item 401 of Regulation S-K, between Mr

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 6, 2025, the Company issued a press release announcing the execution of the Amended and Restated 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. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description Exhibit 99.1 EchoStar Corporation Press Release dated November 6, 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: November 6, 2025 By: /s/ Dean A. Manson Dean A. Manson Chief Legal Officer and Secretary

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