DISH Network Files 8-K: Material Agreement, Officer Changes

TL;DR

DISH Network filed an 8-K for a new material agreement and exec changes. Keep an eye on this.

AI Summary

On November 5, 2025, DISH Network Corp. (DISH) filed an 8-K detailing a material definitive agreement and changes in officers and directors. The filing also includes Regulation FD disclosures and financial statements. Specific details regarding the material definitive agreement, including parties involved and financial terms, are not fully elaborated in the provided text.

Why It Matters

This filing indicates significant corporate activity for DISH Network, including a new material agreement and potential leadership shifts, which could impact its business operations and strategic direction.

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

• DISH Network Corp. (company) — Filer of the 8-K
• EchoStar Corp. (company) — Company data listed
• Hughes Satellite Systems Corp (company) — Company data listed
• November 5, 2025 (date) — Date of the material definitive agreement and filing

FAQ

Key Financial Figures

• $0.001 — hich registered Class A common stock, $0.001 par value SATS The Nasdaq Stock Mar
• $2,616,737,853 — xchange for additional consideration of $2,616,737,853, all of which will be paid in Purchaser
• $212 — haser's Class A Common Stock, valued at $212 per share. As a result of this change,
• $17 billion — for the Transactions has increased from $17 billion to $19,616,737,853, with up to $11,116,
• $19,616,737,853 — tions has increased from $17 billion to $19,616,737,853, with up to $11,116,737,853 to be paid
• $11,116,737,853 — billion to $19,616,737,853, with up to $11,116,737,853 to be paid in Purchaser's Class A Commo

Filing Documents

• tmb-20251106x8k.htm (8-K) — 95KB
• tmb-20251106xex99.htm (EX-99) — 8KB
• 0001415404-25-000049.txt ( ) — 290KB
• tmb-20251106.xsd (EX-101.SCH) — 4KB
• tmb-20251106_def.xml (EX-101.DEF) — 14KB
• tmb-20251106_lab.xml (EX-101.LAB) — 20KB
• tmb-20251106_pre.xml (EX-101.PRE) — 15KB
• tmb-20251106x8k_htm.xml (XML) — 20KB

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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View this 8-K filing on SEC EDGAR