UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 258, 2025(September 7, 2025)

ECHOSTAR CORPORATION

(Exact name of registrant as specified in its charter)

001-33807
(Commission File Number)


Nevada		26-1232727
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard
Englewood, Colorado		80112
(Address of principal executive offices)		(Zip code)

(303) 723-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value	SATS	The Nasdaq Stock Market L.L.C.

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

001-39144

(Commission File Number)


Nevada		88-0336997
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard
Englewood, Colorado		80112
(Address of principal executive offices)		(Zip code)

(303) 723-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

HUGHES SATELLITE SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

333-179121

(Commission File Number)


Colorado		45-0897865
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard
Englewood, Colorado		80112
(Address of principal executive offices)		(Zip code)

(303) 723-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

DISH DBS CORPORATION

(Exact name of registrant as specified in its charter)

333-31929

(Commission File Number)


Colorado		84-1328967
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard
Englewood, Colorado		80112
(Address of principal executive offices)		(Zip code)

(303) 723-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

License Purchase Agreement

On ~~August~~September 257, 2025, EchoStar Corporation, a Nevada corporation (“EchoStar” or “Seller”), ~~and~~Space ~~the~~Exploration ~~other~~Technologies ~~Seller Parties named therein~~Corp., ~~(together~~a ~~with~~Texas ~~Seller,~~corporation ~~the~~ (“~~Seller Parties~~Purchaser” ~~and each a “Seller Party”~~), and ~~AT&T~~Spectrum ~~Mobility~~Business IITrust ~~LLC~~2025-1, a ~~Delaware~~Nevada ~~limited~~Business ~~liability~~Trust ~~company~~ (“~~Buyer~~Trust”), ~~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~~has ~~have~~ agreed to sell ~~all~~to ~~3.45~~Purchaser ~~GHz~~its rights and ~~600~~licenses ~~MHz~~related ~~spectrum~~to ~~licenses~~an ~~that~~aggregate ~~are~~of ~~either~~50 ~~licensed~~MHz toof orspectrum ~~pending~~in ~~assignment~~frequency toranges 2000–2020, 2180–2200, 1915–1920 and 1995–2000 (the ~~Seller~~“Licenses” ~~Parties~~and assuch ofspectrum, “the ~~date~~Spectrum”) ofgranted by the ~~License~~United ~~Purchase~~States ~~Agreement~~Federal ~~(collectively,~~Communications Commission (the “~~Licenses~~FCC”), together with acertain ~~99-year~~international ~~extension~~authorizations, offilings, ~~existing~~concessions, ~~leases~~licenses, ~~for~~rights ~~Buyer’s~~and ~~exclusive~~priorities ~~use~~related ofto that spectrum and certain ~~wireless~~assets ~~spectrum~~associated ~~licenses~~therewith (collectively, the “Foreign Assets”). The transfer of the Licenses will occur in ~~Hawaii~~two steps: first, the Licenses will be transferred by Seller to Trust (the “~~Extended~~Spectrum ~~Hawaii~~Transfer ~~Lease~~Closing”), ~~Agreements~~and second, the Licenses will be transferred by Trust to Purchaser (the “Spectrum Acquisition Closing”). The Foreign Assets will be transferred directly to Purchaser at the Spectrum Acquisition Closing, ~~for~~to anthe ~~aggregate~~extent ~~purchase~~the ~~price~~required ofregulatory ~~$22~~approvals have been obtained by such date; provided,~~650~~ however,~~000,000.00~~ inthat ~~cash,~~the ~~subject~~failure to ~~certain~~obtain ~~potential~~such ~~adjustments~~approvals (will not delay or prevent the ~~“Closing~~Spectrum ~~Purchase~~Acquisition ~~Price”)~~Closing.

The ~~Closing~~consideration ~~Purchase~~for ~~Price~~the Transactions payable at the Spectrum Acquisition Closing is ~~subject~~$17 billion (the “Total Consideration Amount”). A portion of the Total Consideration Amount (such amount, the “Total Payoff Consideration Amount”) will be used to ~~downward~~(i) ~~adjustment~~fully inpay off all outstanding amounts owed on the ~~event~~10.75% ~~certain~~Senior ~~Licenses~~Spectrum ~~are~~Secured ~~ultimately~~New ~~excluded~~Notes bydue ~~either~~2029 (the ~~Seller~~“10.75% ~~Parties~~Secured orNotes”) and the ~~Buyer~~6.75% ~~under~~Senior ~~specified~~Spectrum ~~customary~~Secured ~~circumstances~~Exchange Notes due 2030 (the “6.75% ~~The~~Secured ~~Seller~~Notes”) ~~Parties~~and ~~are~~(ii) ~~not~~settle ~~obligated~~the toanticipated ~~consummate~~redemption and conversions of the ~~Transactions~~3.875% ifConvertible Senior Secured Notes due 2030 (the ~~Closing~~“Convertible ~~Purchase~~Notes” ~~Price~~and, ~~after~~together ~~giving~~with ~~effect~~the to10.75% ~~the~~Secured ~~aggregate~~Notes ~~amount~~and ofthe ~~any~~6.75% ~~such~~Secured ~~adjustments~~Notes, isthe ~~less~~“Seller ~~than $18~~Notes”).6 ~~billion~~The remaining amount after paying off the Seller Notes (the “~~Minimum~~ Purchase Price”) will be paid by Purchaser to Seller as follows: (i) up to $8.5 ~~However~~billion will be paid in Purchaser’s Class A Common Stock, ifvalued at $212 per share (the ~~aggregate~~“Equity Amount”); and (ii) any amount of ~~such~~the ~~reductions~~Purchase ~~would~~Price ~~otherwise~~exceeding ~~reduce~~$8.5 ~~the~~billion ~~Closing~~will ~~Purchase~~be ~~Price~~paid ~~below~~in cash. If the ~~Minimum~~Total ~~Purchase~~Payoff ~~Price,~~Consideration ~~the~~Amount ~~Buyer~~exceeds $8.5 billion, Seller may elect to pay the ~~Minimum~~excess ~~Purchase~~in ~~Price~~cash, atits ~~Closing~~Class A Common Stock (with respect to the Convertible Notes), inor ~~which~~both, ~~case~~to ~~this~~maintain ~~condition~~its receipt of the full Equity Amount. However, if Seller elects not to pay such excess amount, the Equity Amount will be ~~deemed~~reduced ~~satisfied~~dollar-for-dollar to ensure that the combined Equity Amount and Total Payoff Consideration Amount do not exceed the Total Consideration Amount.

The ~~License~~Spectrum ~~Purchase~~Acquisition ~~Agreement~~Closing ~~provides~~is ~~that,~~expected atto ~~the~~occur ~~closing~~on ofor ~~the~~about ~~Transactions, any amounts outstanding under that certain Loan and Security Agreement, dated~~ November 2630, ~~2021~~2027, ~~between~~following ~~DISH DBS Corporation as lender and DISH Network Corporation will be repaid in full using proceeds from~~ the ~~Transactions~~expiration toof the ~~respective~~make-whole ~~holders~~period offor the ~~Tranche~~Seller ANotes and ~~Tranche~~the Bdate ~~receivables~~on ~~under~~which ~~such agreement (~~the ~~“Debt~~Convertible ~~Payoff”).~~Notes Inbecome ~~addition,~~eligible ~~all~~for ~~outstanding~~redemption. ~~secured~~If ~~notes~~Purchaser ~~issued~~elects ~~pursuant~~ to ~~that~~proceed ~~certain~~with ~~Secured~~the ~~Indenture,~~Spectrum ~~dated~~Acquisition ~~November~~Closing ~~15,~~prior ~~2022~~to ~~(“DISH~~November ~~Secured Indenture”)~~30, ~~by and among DISH Network Corporation~~2027, ~~the~~Purchaser ~~Guarantors~~will ~~identified~~be ~~therein,~~responsible ~~and~~for ~~U.S.~~any ~~Bank~~additional ~~Trust~~amounts ~~Company,~~required ~~National~~to ~~Association,~~satisfy asthe ~~trustee~~Seller ~~and collateral agent~~Notes, ~~will~~other bethan ~~redeemed~~additional ~~concurrently~~amounts ~~with~~payable ~~the~~as ~~Closing~~a inresult ~~accordance with the terms~~ of ~~the~~a ~~DISH~~default ~~Secured~~under ~~Indenture (~~the ~~“Redemption”)~~Seller Notes.

~~The~~Additionally, ~~License~~in ~~Purchase~~connection ~~Agreement~~with ~~provides~~the ~~that~~License ~~completion~~Purchase ofAgreement and the Transactions, ison ~~subject~~September to7, ~~the~~2025, ~~satisfaction~~Purchaser orand ~~waiver~~Trust ofentered ~~certain~~into ~~mutual~~a ~~closing~~Credit ~~conditions~~Agreement, ~~including:~~pursuant ~~(a)~~to nowhich ~~judgment~~Purchaser orhas ~~injunction~~agreed ~~restraining,~~to ~~enjoining~~loan orto ~~otherwise~~Trust ~~prohibiting~~(via ~~the~~automatically ~~Transactions;~~cancellable (bloans) ~~filings~~amounts ~~and~~sufficient ~~clearances~~to ~~under~~make ~~the~~debt ~~Hart-Scott-Rodino~~service ~~Antitrust~~payments ~~Improvements~~on ~~Act~~the ofSeller ~~1976,~~Notes asthrough ~~amended;~~at ~~(c)~~least ~~the~~November ~~receipt~~30, of2027 ~~certain~~(the ~~consents~~“Interim ~~and~~Debt ~~approvals~~Service”), ~~from~~which ~~the~~will ~~Federal~~be ~~Communications~~secured ~~Commission;~~on ~~and~~a ~~(d)~~junior ~~the~~lien ~~termination~~basis orby ~~modification of~~ the ~~Final~~Licenses. ~~Judgment~~The ~~and~~aggregate ~~Stipulation~~amount ~~and~~of ~~Order~~payments ~~entered~~for inthe ~~United~~Interim ~~States~~Debt v.Service ~~Deutsche~~through ~~Telekom~~November AG30, ~~et al~~2027, ~~Case~~will ~~No.~~equal ~~1:19-cv-02232,~~approximately ~~ECF Nos. 85 and~~ $2-1 (Dbillion.~~D.C.) to allow the consummation of the Transactions.~~

InThe ~~addition~~License toPurchase ~~the~~Agreement ~~mutual~~provides ~~closing~~that ~~conditions~~completion ~~described~~of ~~above,~~each of the ~~consummation~~Spectrum ofTransfer Closing and the ~~Transactions~~Spectrum isAcquisition ~~also~~Closing is subject to the satisfaction or waiver of certain ~~conditions~~mutual ~~that~~closing ~~are~~conditions ~~solely~~applicable ~~for~~to ~~the~~both ~~benefit~~Seller ofand ~~the Buyer~~Purchaser, including: (a) ~~receipt of all required regulatory approvals, without~~ the ~~imposition~~absence of any ~~condition~~judgment ~~that~~or ~~would~~injunction ~~result~~restraining, inenjoining, aor ~~Buyer~~otherwise ~~Regulatory~~prohibiting ~~Adverse~~the ~~Effect~~Transactions; (b) ~~grant~~the ofexpiration ~~all~~or ~~requests~~termination ~~included~~of in the ~~Federal~~applicable ~~Communications~~waiting ~~Commission~~period ~~applications~~under ~~and notices; (c) completion of~~ the ~~Redemption~~Hart-Scott-Rodino ~~and~~Antitrust ~~the~~Improvements ~~Debt~~Act ~~Payoff; (c) delivery~~ of a1976, ~~legal~~as ~~opinion~~amended ~~confirming~~ (the ~~absence~~“HSR ~~of conflicts~~Approval”); and (dc) the ~~aggregate~~receipt ~~amount~~ of ~~downward~~certain ~~purchase~~consents ~~price adjustments not exceeding an agreed upon materiality threshold;~~ and ~~(e)~~approvals ~~absence~~from ofthe ~~any~~Federal ~~Material~~Communications ~~Adverse~~Commission ~~Change~~ (asthe ~~defined~~“FCC ~~therein~~Approval”).

The License Purchase Agreement provides for specified termination rights. Among other customary termination rights, Purchaser has the right to terminate the License Purchase Agreement if the Spectrum Transfer Closing has not occurred on or before December 31, 2026. Additionally, Purchaser or Seller may terminate the License Purchase Agreement if the Spectrum Acquisition Closing is ~~expected~~not consummated by December 15, 2027, subject to ~~occur~~one insix-month extension, at the ~~first~~election ~~half~~of either Seller or Purchaser, if necessary to allow the completion of ~~2026~~obtaining the HSR Approval and the FCC Approval. Such outside date may be further extended to December 15, 2028, at the option of Purchaser, if necessary to allow the completion of obtaining the HSR Approval and the FCC Approval, subject to the prior written consent of Seller, which Seller may only withhold if the receipt of such approvals is not reasonably likely to occur by such further extended date.

The License Purchase Agreement contains customary representations, warranties and covenants related to the Licenses and the Foreign Assets. The License Purchase Agreement also provides that Purchaser and Seller will indemnify one another under certain circumstances, subject to the terms and conditions set forth in the License Purchase Agreement. These provisions include, among others:

The License Purchase Agreement provides for specified termination rights. Among other customary termination rights, the Buyer or the Seller Parties have the right to terminate the Purchase Agreement if the Transactions are not consummated within 12 months of the date of the License Purchase Agreement, subject to up to two six-month extensions if necessary to allow the completion of obtaining the required regulatory approvals. The initial six-month extension may be exercised at the election of either the Buyer or the Seller Parties, while any second six-month extension would require the mutual agreement of both parties.

The License Purchase Agreement contains customary representations, warranties and covenants related to the Licenses. The License Purchase Agreement also provides that the Buyer and the Seller Parties will indemnify one another under certain circumstances, subject to the terms and conditions set forth in the License Purchase Agreement. These provisions include, among others: (i) indemnification by the Buyer in favor of the Seller Parties for losses arising from or relating to the ownership, operation, or use of the Licenses following the Closing; and (ii) indemnification by the Seller Parties in favor of the Buyer for losses arising from or relating to the ownership, operation, or use of the Licenses during the period prior to the Closing.

(a) indemnification by Purchaser in favor of Seller for losses arising from or relating to the ownership or operation of the Licenses or the Foreign Assets following the Spectrum Acquisition Closing; and (b) indemnification by Seller in favor of Purchaser for losses arising from or relating to the ownership or operation of the Licenses or the Foreign Assets during the period prior to the Spectrum Acquisition Closing.

The License Purchase Agreement also provides for Purchaser and Seller to enter into long-term commercial agreements that will enable EchoStar to offer its Mobile subscribers access to Purchaser’s next-generation Starlink Direct to Cell text and voice and broadband services utilizing certain rights and licenses related to the Spectrum that are to be conveyed by Seller to Purchaser at the Spectrum Acquisition Closing. The commercial agreements will also provide for a fee-based referral program that lets EchoStar refer existing HughesNet customers and new Starlink customers to Purchaser.

The foregoing description of the License Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the License Purchase Agreement, which will be filed as an exhibit to Seller’s next Quarterly Report on Form 10-Q.

~~The~~Supplemental foregoing description of the License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement, which will be filed as an exhibit to EchoStar’s next Quarterly Report on Form 10-Q. A copy of the press release announcing the Transaction is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.Indentures

~~Item~~In connection with the Transactions, on September 7, 2025, EchoStar, the guarantors named therein and The Bank of New York Mellon Trust Company, N.01A., ~~Regulation~~as FDtrustee ~~Disclosure~~and collateral agent, entered into a (i) Supplemental Indenture to that certain Indenture, dated November 12, 2024 (the “Convertible Notes Indenture”), pursuant to which EchoStar issued the Convertible Notes, (ii) Supplemental Indenture to that certain Indenture, dated November 12, 2024, pursuant to which EchoStar issued the 6.75% Secured Notes and (iii) Supplemental Indenture (together with the Supplemental Indentures referred to in clauses (i) and (ii) above, the “Guarantor Supplemental Indentures” and each a “Guarantor Supplemental Indenture”) to that certain Indenture, dated November 12, 2024, pursuant to which EchoStar issued the 10.75% Secured Notes. Each Guarantor Supplemental Indenture provides that Trust will be added as guarantor and a pledgor (and therefore a “Subsidiary” for indenture purposes) under each of the Seller Notes.

OnAdditionally, ~~August~~on 26September 7, 2025, ~~the~~EchoStar ~~Company~~entered ~~issued~~into a ~~press~~support ~~release~~agreement ~~announcing~~with holders of a majority of the ~~execution~~outstanding principal amount of the ~~License~~Convertible ~~Purchase~~Notes ~~Agreement~~whereby such holders consented to an amendment of the asset sale covenant in Section 4.13 Aof ~~copy~~the Convertible Notes Indenture to expressly permit the Transactions, subject to the cash proceeds of the ~~press~~Transactions ~~release~~being isused ~~furnished~~to ~~herewith~~redeem in full the 10.75% Secured Notes and the 6.75% Secured Notes, as described in Exhibit 99.12 ~~and~~hereto, which is incorporated inby ~~this~~reference. ~~Item~~EchoStar ~~7.01~~expects byto ~~reference~~enter into a supplemental indenture to the Convertible Notes Indenture (the “Convertible Notes Supplemental Indenture”) to effect such amendments on or before September 30, 2025.

Item 8.01. Other Events.

Amendments to the Network Services Agreement

~~Simultaneously~~The ~~with~~foregoing ~~the~~descriptions ~~execution~~ of the ~~License~~Guarantor ~~Purchase~~Supplemental ~~Agreement,~~Indentures ~~DISH Wireless L.L.C., a subsidiary of EchoStar,~~ and ~~AT&T~~the ~~Mobility~~Convertible ~~LLC,~~Notes aSupplemental ~~subsidiary~~Indenture ofdo ~~AT&T,~~not ~~entered~~purport ~~into~~to ~~the~~be ~~Fifth~~complete ~~Amendment~~ and ~~the~~are ~~Sixth~~qualified ~~Amendment~~in totheir ~~the~~entirety ~~Network~~by ~~Services~~reference ~~Agreement~~to (the ~~“NSA”)~~Guarantor ~~(the~~Supplemental ~~“Fifth~~Indentures ~~Amendment”)~~ and (the ~~“Sixth~~Convertible ~~Amendment”),~~Notes ~~respectively.~~Supplemental ~~The~~Indenture, ~~term~~which ofwill ~~the~~be ~~Fifth~~filed ~~Amendment~~as isan ~~scheduled~~exhibit to ~~begin~~EchoStar’s onnext ~~January~~Quarterly 1,Report ~~2026~~on ~~and~~Form ~~extends certain terms and conditions under the NSA that were previously available only through the end of 2025~~10-Q.

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.

Item 7.01. Regulation FD Disclosure

On September 8, 2025, Seller 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.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press Release of EchoStar Corporation, dated ~~August~~September 268, 2025.
Exhibit 99.2	Amendments to Convertible Notes Indenture.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 CORPORATIONDISH NETWORK CORPORATIONHUGHES SATELLITE SYSTEMS CORPORATIONDISH DBS CORPORATION
Date: August 26, 2025	By:	/s/ Dean A. Manson
Date: September 8, 2025	By:	/s/ Dean A. Manson
		Dean A. MansonChief Legal Officer and Secretary

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