​ We are subject to risks and uncertainties associated with the Chapter 11 bankruptcy proceedings of certain of our subsidiaries. ​ On June 30, 2026, our subsidiary, DISH DBS Corporation and certain of its subsidiaries (the “DISH DBS Filing Entities”), including DISH Wireless L.L.C. and its subsidiaries (the “DISH Wireless Filing Entities,” and together with the DISH DBS Filing Entities, the “Filing Entities”), commenced voluntary cases under chapter 11 of the United States Bankruptcy Code (the “Prepackaged Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), Houston Division, to pursue confirmation of a joint prepackaged plan of reorganization (the "Prepackaged Chapter 11 Plan") that restructures certain liabilities of DISH DBS and DISH Wireless. The Plan implements the terms of a Restructuring Support Agreement (the “RSA”) entered into on March 19, 2026 with creditors now holding more than 88% of DISH DBS’s secured and unsecured notes. Confirmation of the Prepackaged Chapter 11 Plan, the timing of emergence and consummation of the restructuring remain subject to approval by the Bankruptcy Court and satisfaction of applicable conditions. EchoStar Corporation is not a debtor in the Prepackaged Chapter 11 Cases, and certain subsidiaries and operating brands are not included in the proceedings. Nevertheless, the Prepackaged Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations, liquidity and prospects. ​ These specific risks include, but are not limited to, the following: ​ ● Prepackaged Chapter 11 Plan confirmation, timing and execution risks: Although the Prepackaged Chapter 11 Plan has significant creditor support, the bankruptcy court must confirm the Prepackaged Chapter 11 Plan before the restructuring can be consummated. Objections by minority creditors, disputes regarding the Prepackaged Chapter 11 Plan or RSA, failure to satisfy conditions to confirmation or effectiveness, appeals or other legal or procedural developments could delay or prevent emergence from chapter 11 on a timely basis or at all, which would exacerbate the risks described below. ● Potential parent-level claims and financial exposure: Although the Prepackaged Chapter 11 Cases are limited to DISH DBS, DISH Wireless and certain of their subsidiaries, and EchoStar Corporation is not a debtor, certain creditors have asserted and may in the future assert claims or causes of action against, have sought and may in the future seek recovery from, or otherwise attempt to impose liability on EchoStar or its non-debtor subsidiaries, whether or not the Prepackaged Chapter 11 Plan is confirmed. If any such claims are successful, our business, financial condition and liquidity could be materially adversely impacted. ● Operational, asset and counterparty risks: The Prepackaged Chapter 11 Cases are intended to facilitate a rapid and orderly transition of the legacy DISH Wireless business infrastructure, including decommissioning of our facilities-based 5G network. Certain creditors’ claims in the Prepackaged Chapter 11 Cases may adversely affect our ability to preserve, transfer, monetize or otherwise realize value from assets held by debtor subsidiaries. During the pendency of the Prepackaged Chapter 11 Cases, our use of the property of the Subsidiary Filers outside the ordinary course of business will require approval by the Bankruptcy Court, which could adversely impact our flexibility in operating certain of our businesses. ​ 134 Table of Contents ​ In addition, the Prepackaged Chapter 11 Cases may disrupt relationships with vendors, customers, regulators and other counterparties, may reduce vendor confidence, make it harder for us to attract new customers and contribute to customer churn across active businesses, including DISH TV and Sling TV, and may make it more difficult to attract and retain employees. Consummation of the Prepackaged Chapter 11 Plan will require the devotion of management attention, and expenses related to the Prepackaged Chapter 11 Cases could be higher than anticipated. ● Consolidated financial condition, debt and capital markets risks: The Prepackaged Chapter 11 Cases and our broader consolidated debt burden could materially adversely affect our liquidity, credit profile, access to capital and the market price of our securities. As a result, an investment in our securities may be highly speculative and subject to significant volatility. ● Deconsolidation Risks. As a result of the Prepackaged Chapter 11 Cases, we have deconsolidated the Deconsolidated Subsidiaries effective June 30, 2026. Beginning with the third quarter of 2026, the operating results of the Deconsolidated Subsidiaries, which constitute our Pay-TV business and substantially all of our expenses for our Other segment, will no longer be included in our consolidated results of operations. Our reported results will be materially different than in prior periods, and comparisons with our historical financial performance will be more difficult. ​ Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ​ Issuer Purchases of Equity Securities ​ Stock Repurchase Program ​ The following table provides information regarding repurchases of our Class A common stock from April 1, 2026 through June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Maximum Approximate ​ ​ Total ​ ​ ​ ​ Shares Purchased ​ Dollar Value of Shares ​ ​ Number of ​ Average ​ as Part of Publicly ​ that May Yet be ​ ​ Shares ​ Price Paid ​ Announced ​ Purchased Under the Period ​ ​ ​ Purchased ​ ​ ​ per Share ​ ​ ​ Programs ​ ​ ​ Programs (1) ​ ​ (In thousands, except share data) April 1, 2026 - April 30, 2026 ​ — ​ $ — ​ — ​ $ 2,000,000 May 1, 2026 - May 31, 2026 ​ — ​ $ — ​ — ​ $ 2,000,000 June 1, 2026 - June 30, 2026 ​ — ​ $ — ​ — ​ $ 2,000,000 Total ​ — ​ $ — ​ — ​ $ 2,000,000 (1) Our Board of Directors previously authorized stock repurchases of up to $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. On July 30, 2026, our Board of Directors extended the plan such that we are currently authorized to repurchase up to $5.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors. ​ ​ 135 Table of Contents ​ ​