EchoStar Fourth Quarter 2025 Earnings Call - Spectrum-sale proceeds and SpaceX equity loom, but tower litigation and $5-7B decommission/tax cash hit cloud outlook

Operator: Greetings, welcome to EchoStar Corporation Fourth Quarter 2025 Earnings Conference Call. At this time, all participants are on a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Dean Manson. Thank you. You may begin.

Dean Manson, Investor Relations, EchoStar Corporation: Thank you. Welcome to EchoStar’s year-end 2025 earnings call. We will begin with opening remarks from Hamid Akhavan, CEO of EchoStar Capital, followed by Charlie Ergen, CEO and Chairman of EchoStar. We request that any participant producing a report not identify other participants or their firms in such reports. We also do not allow audio recording, which we ask that you respect. All statements we make during this call, other than statements of historical fact, constitute forward-looking statements made pursuant to the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause our actual results to be materially different from historical results and from any future results expressed or implied by the forward-looking statements.

For a list of those factors and risks, please refer to our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed today, March 2, and our subsequent filings made with the SEC. This information and supplemental materials relating to today’s call will be posted on our investor relations website. All cautionary statements we make during this call should be understood as being applicable to any forward-looking statements we make wherever they appear. You should carefully consider the risks described in our reports and should not place any undue reliance on any forward-looking statements. We assume no responsibility for updating any forward-looking statements. We refer to OIBDA and free cash flow during this call.

The comparable GAAP measure and a reconciliation for OIBDA is presented in our earnings release and, in the case of free cash flow, in our Form 10-K as filed today with the SEC. Before we begin, I will also note that EchoStar has filed an application that would allow it to participate in the FCC’s upcoming AWS-3 spectrum auction, designated as Auction 113. Pursuant to the FCC’s anti-collusion rules, we are currently in a quiet period. Accordingly, we will not be making any comments or responding to any questions that relate to Auction 113. With that, I’ll turn it over to Hamid.

Hamid Akhavan, CEO, EchoStar Capital: Thank you, Dean. Welcome, everyone, and thank you for joining us today to discuss our 2025 end-of-year results. Before I hand over to Charlie, I would like to briefly comment on a few topics relevant to EchoStar Capital. As we await final regulatory approvals for our spectrum sale and the resulting influx of capital expected during the first half of this year, we remain committed to being excellent stewards of capital. We’re preparing to allocate and utilize these funds based on our view of how we might maximize shareholder returns with actions spanning from immediate to over a long horizon. Our decisions are based on many considerations, including paying down expensive or maturing debt obligations, our current and anticipated tax liabilities and any mitigating avenues, and investments and development opportunities at EchoStar Capital versus returning excess capital to the shareholders through the common short-term remuneration options.

These considerations are both complex and interrelated, further complicated by dynamic external factors such as the possibility and the timing of a potential SpaceX IPO. With this context as background, it would be difficult and potentially misleading for us to provide significant detail on most of these topics at this time. EchoStar is in midst of a large-scale positive transformation arising from its vision, long horizon of strategic bets, and decades of diligent execution. We feel confident about our ability to continue operating on the same success principles and navigate for the best shareholder outcome in the long run. With that, I will now turn the call over to Charlie.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Thanks, Hamid. As you guys know, I don’t normally have any opening statements. I don’t today. We will just jump into questions.

Operator: Thank you. At this time, we’ll be conducting a question and answer session. If you’d like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you’d like to remove your question from the queue. For participants using speaker equipment, it might be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Our first question comes from Sebastiano Petti with JPMorgan. Your line is live.

Sebastiano Petti, Analyst, JPMorgan: Hi, everyone. Thank you for taking the question. Hi, Charlie. Hi, Hamid and team. Charlie, or Hamid, I want to see if you could update us on how you’re thinking about passive versus active investments within EchoStar Capital, notwithstanding your prepared remarks. Is that still the right avenue or how you’re kind of thinking about it? Within that context, given anticipated IPO of SpaceX, would increasing your or EchoStar’s stake within SpaceX be something you would be considering? Charlie, big picture question. You know, EchoStar did have a announcement about a D2D constellation, which obviously, you will not be pursuing. How do you see that ecosystem evolving, having spent, you know, decades around the industry, particularly the convergence of wireless and satellite? I think you have a unique perspective.

Just love to hear your thoughts. Do you see this as complementary? Do you see this as a threat to the incumbents having experience trying to be a fourth player yourself? Thank you, both.

Hamid Akhavan, CEO, EchoStar Capital: I’ll try to answer the first few questions are all wrapped in one. I apologize if I missed some of it, please repeat that. Look, EchoStar Capital, as I mentioned, we are looking at every possibility for utilization of the liquidity and cash when it arrives. As I mentioned, we’re looking at short-term options, traditional return to the shareholders through the best means. Obviously, we’re looking at the long horizon for creating value, all of this in the context of, you know, taxation and how the net return to the shareholders may be. We’re obviously looking at our opportunities every single day and judging that against what other options may be available. It’s a long answer to a short question, but honestly, that is the case.

It would be foolish to do anything other than that. We don’t actually. Until the closing, we don’t have actually that SpaceX’s equity. That is not something that we can make any plans on till we actually get the equity. We have a right to it, but we don’t have that equity yet. We’ll see how that plays out. IPO may happen, obviously, will happen independent of our plans, but we’ll make sure that we maximize our options around the timing whenever that shows up and what options we might have. In terms of holding the size of the equity we have from SpaceX, I think we’re very happy with that at this point.

I don’t think we are actively looking necessarily to make any transactions at this point based on that. That remains on our balance sheet until we get it, and then after that, we’ll decide how to proceed depending on the conditions at that time. I am looking at both active and passive investments, again, depending on the return. We’ll keep you posted as soon as we get to the point that we actually have that cash at hand and ready to make some transactions. Charlie, I think the rest will be for you.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: On direct-to-device, I mean, obviously, we’re disappointed that, you know, we weren’t able to continue with what, you know, something we’d built over 17 years and, you know, I think we’re proud of the fact that we’ve helped and create an ecosystem for a direct-to-device. I think that, you know, we’re also pleased and we’ve made our bet and that’s with SpaceX and Starlink. We see them as the most viable company to do that. And with their tremendous technology and launch capabilities, they’re, you know, well-positioned to certainly be a leader in that. As we publicly discussed, we already have an agreement with them to provide that to our customers.

They’re obviously gonna, you know, Mobile World Congress is going on now. I expect there’ll be quite a few announcements there. There’ll be other players in the marketplace. I don’t think you’re gonna see too much from anybody except, you know, SpaceX and in their term or Starlink and in their term. I think that, based on our experience, you know, that’s the company we think will be the leader.

Hamid Akhavan, CEO, EchoStar Capital: Thank you both.

Operator: Our next question is from Ric Prentiss with Raymond James. Please proceed with your question.

Ric Prentiss, Analyst, Raymond James: Hey, good morning, everyone. Thanks for taking the questions. First one for me, a follow-up on Sebastiano’s question on SpaceX. Based on the deals, I think you all were supposed to get around a 2.8% stake, which at the time was valued at $400 billion. As you mentioned, those deals haven’t closed yet, but they’ve since announced the merger with xAI. How does that xAI deal affect your ownership in terms of percentage? How can you think about any kind of mark-to-market associated with that deal?

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Yeah. This is Charlie. I don’t think we know. I mean, I think we’re not privy to if an IPO happens or what it looked like. I think the merger appeared publicly to be something like 80/20 between XAI and Starlink. That’s probably gives you a feel for what our investment might look like. But we just don’t have any internal information there today.

Ric Prentiss, Analyst, Raymond James: Okay. That makes sense. The tower companies have announced that you all stopped paying them, and you all talked about the litigation in your 10-K. Last quarter, you had said you believed that you were relieved of these payments, but now you’ve actually stopped paying them. I’m just wondering, what actually went into the decision to take that next step and stop paying?

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Well, yeah. That’s thanks for the question. The first thing most important to us was, of course, to make sure that all of our customers on our network were not disenfranchised by the, you know, the existential threat that we got when the FCC informed us of an investigation to take our spectrum. We believe that without question is a force majeure event. We wanted to first and foremost take care of our customers, which we did, and we’ve moved successfully all our customers last year in the fourth quarter, we moved all our customers off of our network. At that time, given the force majeure event and FCC’s action, obviously, we had a network that generated no income. It.

We informed all of our vendors that we had had a force majeure event as we’re allowed, as we have per our contracts. You know, as you know, since that time, several companies have commenced litigation against our independent DISH Wireless entity, which is party to the relevant tower agreements. I’m disappointed in that because by contrast, those companies who haven’t litigated, we’ve had, you know, good open faith negotiations, and we’ve settled, you know, hundreds of contracts. You know, most recently, we signed a settlement agreement with a large tower company who didn’t commence the litigation because at that point, principals can talk to principals.

When the other companies, it’s lawyers. You can expect, you know, my experience has been that that’ll be protracted litigation because the lawyers talk to the lawyers, and they don’t typically in a hurry to get anything done, you know, and it’s just different than when business people talk to business people. I wish we weren’t here. You know, I wish, you know, it’s an ongoing involving situation. We’ll continue to appropriately respond to any litigation that’s been commenced. You know, we’ll assess all of our available steps in front of any courts or venues, and we’ll engage with more tower companies to seek a consensual solutions.

We’ll consider all our alternatives available to the company, to the company that’s party to the tower group contracts to resolve these matters. But, you know, it’s obviously for the tower companies that commenced litigation, that’s all public, and that likely, you know, typically, the wheels of justice don’t move very quick, and that’ll probably take some time before we actually know all the results of that. We don’t believe... Just to be clear, we don’t believe we owe any money. I think it shows our good faith that we’ve settled with a lot of people and attempted to engage in negotiations when people don’t pick litigation.

Charlie Ergen, CEO and Chairman, EchoStar Corporation0: Okay. Can you remind us what assets exactly are held at that DISH Wireless entity?

Charlie Ergen, CEO and Chairman, EchoStar Corporation: In general, Paul, you wanna take that?

Paul, CFO/Financial Officer, EchoStar Corporation: Yeah, sure. In general, it’s the 5G network build. It’s all the assets that were deployed to build the network and have it operational, so antennas, servers, so forth. Anything you would need.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Radios.

Paul, CFO/Financial Officer, EchoStar Corporation: Radios, so forth and so on. Yeah.

Charlie Ergen, CEO and Chairman, EchoStar Corporation0: kind of the other segment that you’re now reporting.

Paul, CFO/Financial Officer, EchoStar Corporation: Correct. That the other segment has those assets in it. Yes.

Charlie Ergen, CEO and Chairman, EchoStar Corporation0: Okay. Thanks, everyone.

Operator: Our next question comes from David Barden with New Street Research. Your line is now live.

David Barden, Analyst, New Street Research: Hey, guys. Thanks so much for the questions. 2, if I could. First would be just, Hamid, you know, could you talk about how the approach to the vendor payment situation impacted fourth quarter results in the wireless segment from an EBITDA perspective? When you do reach a settlement, how does that all run through? Is there, you know, I guess we’re not gonna be able to predict it, but it would be fun to know how it’s all working. I guess second, Charlie, just to confirm, you don’t have any dilution provision, it sounds like.

When you, when you see Elon kind of plucking a $1 trillion evaluation for SpaceX out of the air when it was $400 billion in June and $250 billion for xAI, as, you know, a large shareholder where, you know, a large part of your stock value is this holding, how much credence do you put in that? What do you really think it’s worth? Or do you really believe that it’s worth $1.25 trillion put together? Thanks.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Let me take the first part, and I’m gonna generally take the second part, and I’ll generally answer the first part and turn to maybe over to Paul. Again, I think that, You know, having spent, you know, decades on direct-to-device and space, you know, it’s our belief that SpaceX is a one of a kind company. I can’t speak to the valuations markets, you know, or up and down. Space is gonna be an increasingly important aspect, commercially, but obviously you’re seeing militarily and other things as well. Direct-to-device, when you can connect, it’s not just phones. It’s IoT, it’s cars. It’s anything mobility.

When you connect any square inch of the planet, that’s just a big business. I can only say it this way, that SpaceX is a company. I’m not talking about just Elon. I’m talking about the company and the management of that company. They’ve been the best company I’ve ever worked with in 45 years. They’re just responsive. They’re creative. They move at a pace that most companies don’t. I think, you know, I don’t think any amount of valuation is probably crazy there. Obviously, we’re not privy to their numbers, we invested on faith. We invest in people, and we felt that the best people we could invest in.

I’m anxious to see if they do in fact do an IPO. Obviously, there’ll be a lot of things to look at. I’m anxious to look at that. We don’t know what the value is, right? Other than we believed than the transaction that we did, we thought that initially we weren’t getting the value for our spectrum. We thought with the growth of SpaceX that we likely could see that we could get to the value that we thought that our spectrum held, and it remains to be seen. As far as what the question was about.

Paul, CFO/Financial Officer, EchoStar Corporation: The cost for

Charlie Ergen, CEO and Chairman, EchoStar Corporation: The cost of the network?

Paul, CFO/Financial Officer, EchoStar Corporation: Let me address that. Thank you for the question. First of all, it’s a little complicated. You have to go back to Q3, where we took the impairment charge that we recorded. In that impairment charge were costs related to any future commitments, where we had contracts. For instance, the tower expenses would have been accrued for in that impairment charge. You don’t see those in the Q4 numbers. However, what you do see is just normal operating costs and accruals for normal operating costs that you have to run the network that’s running through Q4. Hopefully, that makes sense.

Bryan Kraft, Analyst, Deutsche Bank: That helps. Thank you.

Operator: As a reminder, if you’d like to ask a question, please press star one on your telephone keypad. One moment, please, while we poll for questions. Our next question comes from Bryan Kraft with Deutsche Bank. Please proceed with your question.

Bryan Kraft, Analyst, Deutsche Bank: Hi, good morning. Thanks for taking the question. I had a couple, if you don’t mind. First, I wanted to ask what the path is to getting the wireless business profitability on an EBITDA basis. Secondly, I just wanna ask you, how quickly do those connectivity expenses in the other segment go away over the course of 2025-2026? It looks like about 70% might have been gone in 4Q based on the math I did. I don’t know if that’s right. Trying to figure out, does that go to zero in 1Q or 2Q? The last part of my question is it still your expectation that total decommissioning costs will be in that $7 billion-$10 billion range?

Is there any further granularity that you could share on the tax liability component of that? Thank you.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Paul, you wanna take that?

Paul, CFO/Financial Officer, EchoStar Corporation: The first on the Q4 cost that you had for the other segments, what you’re gonna see is over time, as we decommission all of our tower sites, that number will decline. As you pointed out, it’s not down to zero yet, but you’ll see a big decrease in that in Q1 and Q2. One thing to keep in mind, though, those numbers do include that if you back into that number, it does include the non-cash accretion on the lease liability. Like we talked about in the Q3 earnings call, we discounted back to today’s dollars, the amounts that we owed on the lease and took that as an impairment charge. We need to accrete that up over time.

That’s probably about half of the number that you’re seeing, going through the P&L there.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Okay. Then on how do we get Dish Wireless positive, profitable, you know, I’ve now been involved for the last couple months, you know, on the day-to-day operations. It’s disappointing where we are after 4 years. We’re very, very close to a break-even business there. Here, I can tell you the way I look at it. The way I look at it is I look at the total cost of running that, including the hybrid core, because that obviously has cost. It doesn’t have as much cost as the network, but it obviously has cost. I look at it for every new customer we get, are they a profitable customer?

In other words, I know we’re making profit on the customers we have today. We’ve already invested in those customers. I’ve seen that we can do that. You know, every company that we have here has to stand on its own. You know, we’re not, you know, we’re for-profit companies, and we have to make a profit in all our businesses. That will be the focus there. We’re close to being where we need to get to turn the corner, but we’re not there yet. There was 1 other question, which I didn’t quite understand the other question.

Bryan Kraft, Analyst, Deutsche Bank: Is your expectation on the decommissioning cost, the $7 billion-$10 billion range that you had previously given, is that still what you expect? Is there any further update you could give on the tax liability on the spectrum transactions?

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Yeah. I think we’ve written off about $16 billion on the network decommissioning, which includes all the operational costs. It’s a significant, I mean, we made significant investment, and I think we wrote off about $16 billion. We think that in terms of taxes and further decommissioning, that is somewhere, I think we believe that’s in the $5 billion-$7 billion range today. I think that’s what we, I think that’s what we announced last quarter. It’s definitely, there’s nothing, there’s been no movement in our analysis of that yet. Obviously, it may take some time, given the litigation, it may take some time to get the final answer. It’s in the $5 billion-$7 billion, $5 billion-$7 billion range is where we are today.

Bryan Kraft, Analyst, Deutsche Bank: sorry, 5-7 is your updated view versus the 7-10 previously, or?

Charlie Ergen, CEO and Chairman, EchoStar Corporation: No, I think.

Bryan Kraft, Analyst, Deutsche Bank: Just trying to clarify.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: I think our really initial reaction was 7-10. I think we’re in Paris, maybe that number came out. I think last quarter, I think there was a range even in Paris of 5-10. I think we got that down to 5-7. That doesn’t mean that. I mean, that’s our best guess today, right? For taxes and decommission costs.

Paul, CFO/Financial Officer, EchoStar Corporation: To clarify, that’s cash payments that we think we would make.

Bryan Kraft, Analyst, Deutsche Bank: Yes. Thank you. Okay.

Paul, CFO/Financial Officer, EchoStar Corporation: Dynamic, as I mentioned in my opening remarks, taxes, liabilities, investments, everything else, value of SpaceX, everything else is interrelated.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: This is a dynamic picture. It’s impossible, literally impossible, to nail it down right now, given all the movement, some internal, some external, beyond our control. Anything we give you outside of the estimation that we have, even the estimation we have, it’s just an estimation. I mean, things are changing very rapidly, and it’d be misleading for us to give you a very precise number that can change tomorrow afternoon. Just that’s the best we could do today. Obviously, as the, as the variables get reduced over time, we can give you a much narrower range.

John Hodulik, Analyst, UBS: Okay, great. Thank you.

Operator: Our next question comes from John Hodulik with UBS. Your line is live.

John Hodulik, Analyst, UBS: Great, thank you. A couple questions for Charlie, if I could. First, Charlie, any high-level thoughts on the Paramount-Warner Brothers deal, what that means for linear TV distribution? Maybe do you think it’ll affect the industry’s ability to offer skinny bundles going forward, which would seem to be driving a lot of the improvement we’ve seen in cord cutting? Number two, I don’t know how much you can comment on this given the, you know, the upcoming auction, but just anything you can say about further spectrum sales, maybe timing or, you know, whether we should expect them and sort of the value of your sort of remaining spectrum holdings. Thanks.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Well, on Paramount-Warner Brothers, I’d say we’ve had good relationships with both those companies for a long, long time. Obviously, they’re gonna have a long regulatory process, so, we’ll have to see how that goes. It’s, you know, it’s further concentration in an industry that is changing and, you know, to, you know, technically and, you know, the... I always worry when you’re competing against your own distributors. I mean, when they have a direct line to the consumer and you’re competing against that and they’re a valued vendor, that obviously will is something that we have to keep our eye on. We’ll wait for their filings and, you know, they’re both great companies and great management for both those two.

We’ll see it, you know, we’ll see at the appropriate time whether we have any concerns. On, what was the second question?

John Hodulik, Analyst, UBS: Spectrum sales.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: Oh, spectrum sales. You know, again, because of the auction, I’m gonna be very careful here. Look, it, I think we agree with the leadership of the FCC that, you know, which is one of the things to do here is to get spectrum and get it used as quickly as we can. That’s led to the kind of situation that we’re in today, and I think our goal is to find the spectrum that we continue to use is, continue to have, is find the home for that, make sure that that’s gonna get used in the quickest and fastest and the best way for, you know, for consumers and for leadership, technical leadership in the United States.

I hope maybe we, you know, play a part in that, but we may not. But it’s still obviously a valuable asset that we have.

John Hodulik, Analyst, UBS: Great. Thanks, Charlie.

Charlie Ergen, CEO and Chairman, EchoStar Corporation: I don’t think we have any further questions, so I just want to make one thing. We don’t plan today to have a conference call in a couple months after the first quarter. We certainly will have filings, I don’t think we’ll have a lot to add to what we had today. I think we do plan to have a conference call after the second quarter. I think that hopefully regulatory and our company looks, you know, and Amit’s had time to get some structure around what he’s doing. I think we can give you a pretty good snapshot of where we’re going. Obviously, we’re optimistic about what we have and our ability to compete. We look forward to August.

If there’s material changes in the marketplace or something, we could have a call, but at this point, we believe it’s gonna be August or right into July or early August before we have another call, unless something happens in the meantime, which we could have a call at any time if that was the case. Thanks, everybody, for joining.

Operator: Thank you, everyone. This concludes today’s conference. You may disconnect your lines at this time, and we thank you for your participation.