RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 15.   RELATED PARTY TRANSACTIONS

The following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations.

Shared Corporate Services

We and EchoStar, including EchoStar’s other subsidiaries, have agreed that we shall each have the right, but not the obligation, to receive from the other certain shared corporate services, including among other things: treasury, tax, accounting and reporting, risk management, cybersecurity, legal, internal audit, human resources, and information technology. These shared corporate services are generally provided at cost. We and EchoStar, including EchoStar’s other subsidiaries, may each terminate a particular shared corporate service for any

reason upon at least 30 days’ notice. We recorded these expenses within “Selling, general and administrative expenses” on our Consolidated Statement of Operations.

The following table presents our “Service revenue” and operating expenses from EchoStar:

	For the Years Ended December 31,
	2024		2023		2022
	(In thousands)
Service and other revenue — EchoStar	$	4,559	$	4,548	$	17,623
Operating and other expenses — EchoStar (1)	$	271,824	$	96,239	$	75,462

(1) This table includes lease costs associated with the EchoStar XXIV lease. Refer to Note 8 for further details on the EchoStar XXIV operating lease costs.

Receivables

EchoStar and its other subsidiaries reimburse us from time to time for amounts paid by us for costs and expenses attributable to EchoStar and its other subsidiaries.

Payables

We reimburse EchoStar and its other subsidiaries from time to time for amounts paid by EchoStar and its other subsidiaries for costs and expenses attributable to us.

The following table presents certain related party payables and receivables:

	As of December 31,
	2024		2023
	(In thousands)
Related party receivables - EchoStar - current	$	10,451	$	—
Related party receivables - EchoStar - noncurrent		83,228		61,283
Total related party receivables - EchoStar	$	93,679	$	61,283
Related party payables - EchoStar - current, net		26,004		195,558
Related party payables - EchoStar - noncurrent		26,143		26,453
Total related party payables - EchoStar	$	52,147	$	222,011
Operating lease liabilities - EchoStar - current		55,869		138,694
Operating lease liabilities - EchoStar - noncurrent		695,225		755,379
Total operating lease liabilities - EchoStar	$	751,094	$	894,073

Real Estate

We occupy certain office space in buildings owned or leased by EchoStar and its other subsidiaries and pay a portion of the taxes, insurance, utilities and maintenance of the premises in accordance with the percentage of the space we occupy.

Cash Advances

EchoStar and certain of its other subsidiaries have also provided cash advances to certain of our foreign subsidiaries to fund certain expenditures pursuant to loan agreements. Advances under these agreements bear interest at annual rates of three percent. Amounts payable under these agreements are included within Related party payables - EchoStar – non -current in the table above.

EchoStar Mobile Limited Service Agreements

We provide services and lease equipment to support the business of EchoStar Mobile Limited, a subsidiary of EchoStar that is licensed by the EU to provide mobile satellite services and complementary ground component services covering the entire EU using S-band spectrum. Generally, the amounts EchoStar’s other subsidiaries pay for these services are based on cost plus a fixed margin. We recorded revenue in “Service revenue” on our Consolidated Statements of Operations, of $5 million, $5 million and $18 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to these services. Additionally, we have converted the receivables for certain of these services into loans, bearing an annual interest rate of 5%. These loans are included within Related party receivables - EchoStar – non-current in the table above.

EchoStar XXIV Satellite Lease

Effective December 2023, we lease capacity of the EchoStar XXIV satellite under an operating lease from an affiliate of ours, EchoStar XXIV L.L.C., for a term of seven years for a monthly lease charge of $16 million. We prepaid $100 million in lease obligations under the agreement in March 2024 which is reflected in certain of the liabilities listed above. In June 2024, we prepaid an additional $85 million in lease obligations. The prepayments resulted in the lease liability and associated asset being remeasured. The costs associated with the EchoStar XXIV Satellite Lease are recorded in “Cost of services” on our Consolidated Statements of Operations.

Dividends. On February 15, 2024, our Board of Directors declared and approved payment of a cash dividend on our outstanding common stock to EchoStar in the amount of $529 million. Payment of this dividend was made in the first quarter of 2024.

On March 12, 2024, our Board of Directors declared and approved payment of a cash dividend on the Company’s outstanding common stock to EchoStar in the amount of $500 million. Payment of the dividend was made in the first quarter of 2024.

TerreStar Agreement

In March 2012, DISH Network completed its acquisition of substantially all the assets of TerreStar Networks Inc. (“TerreStar”). Prior to DISH Network’s acquisition of substantially all the assets of TerreStar and EchoStar’s completion of the Hughes Acquisition, TerreStar and Hughes Network Systems L.L.C. (“HNS”) entered into various agreements pursuant to which we provide, among other things, warranty, operations and maintenance and hosting services for TerreStar’s ground-based communications equipment (the “TerreStar Agreements”).

In May 2022, we and DISH Network amended the agreement for the provision of hosting services to extend the term until May 2027. We and DISH Network amended the agreements for warranty, operations, and maintenance services for TerreStar ground-based communications equipment, effective as of January 1, 2025, to extend the existing pricing and other terms through December 31, 2025. DISH Network generally has the right to continue to receive warranty services from us for our products on a month-to-month basis unless terminated by DISH Network upon at least 21 days’ written notice to us. DISH Network generally has the right to continue to receive operations and maintenance services from us on a quarter-to-quarter basis unless these services are terminated by DISH Network upon at least 90 days’ written notice to us. In addition, DISH Network

generally may terminate any and all services for convenience subject to providing us with prior notice and/or payment of termination charges. The revenue associated with this agreement is recorded in “Service revenue” on our Consolidated Statements of Operations.

TerreStar Solutions

EchoStar owns a 33% interest, on a fully diluted basis, in TerreStar Solutions, Inc. (“TSI”), an entity that provides wireless mobile communication coverage in Canada using a satellite user terminal. In May 2018, we and TSI entered into an equipment and services agreement pursuant to which we design, manufacture and install upgraded ground communications network equipment for TSI’s network and provide, among other things, warranty and support services. We recognized revenue in “Service revenue” on our Consolidated Statements of Operations of $2 million, $2 million and $2 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, we had no trade accounts receivable from TSI.

DBSD North America Agreement

In March 2012, DISH Network completed its acquisition of all of the equity of DBSD North America, Inc. (“DBSD North America”). Following the Merger, Dish Network’s ownership of DBSD North America was sold to our parent company, EchoStar, such that EchoStar now owns all of the equity of DBSD North America. Prior to DISH Network’s acquisition of DBSD North America and EchoStar’s completion of the Hughes Acquisition, DBSD North America and HNS entered into various agreements pursuant to which we provide, among other things, warranty, operations and maintenance and hosting services of DBSD North America’s gateway and ground-based communications equipment. DBSD North America has the right to continue to receive operations and maintenance services from us on a quarter-to-quarter basis, unless terminated by DBSD North America upon at least 120 days’ written notice to us. The provision of hosting services will continue until February 2027 unless terminated by DBSD North America upon at least 180 days’ written notice to us. In addition, DBSD North America generally may terminate any and all such services for convenience, subject to providing us with prior notice and/or payment of termination charges. We and DBSD North America amended the agreements for warranty, operations, and maintenance services for DBSD’s gateway and ground-based communications equipment, effective as of January 1, 2025, to extend the existing pricing and other terms through December 31, 2025. The revenue associated with this agreement is recorded in “Service revenue” on our Consolidated Statements of Operations.

Transactions with DISH Network Corporation

EchoStar and DISH Network operated as separate publicly traded companies after 2008 (the “Spin-off”) and before the closing of the Merger. Substantially all of the voting power of the shares of each of EchoStar and DISH Network is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established for the benefit of his family. At 11:59pm EST on December 31, 2023, EchoStar and DISH Network consummated a merger with DISH Network surviving as a wholly owned subsidiary of EchoStar. See Note 1 for further details on the merger with DISH Network.

The following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations.

The following table presents our Service revenue and operating expenses related to DISH Network:

	For the Years Ended December 31,
	2024		2023		2022
	(In thousands)
Service and other revenue - DISH Network	$	9,636	$	12,570	$	17,832
Operating and other expenses - DISH Network	$	9,362	$	4,366	$	4,545

The following table presents the related trade accounts receivable and trade accounts payable:

	As of December 31,
	2024		2023
	(In thousands)
Trade accounts receivable - DISH Network	$	12,292	$	5,038
Trade accounts payable - DISH Network	$	15,094	$	1,847

Hughes Broadband Distribution Agreement

Effective October 2012, we and DISH Network entered into a distribution agreement (the “Distribution Agreement”) pursuant to which DISH Network has the right, but not the obligation, to market, sell and distribute our Gen 4 HughesNet service. DISH Network pays us a monthly per subscriber wholesale service fee for our Gen 4 HughesNet service based upon a subscriber’s service level and based upon certain volume subscription thresholds. The Distribution Agreement also provides that DISH Network has the right, but not the obligation, to purchase certain broadband equipment from us to support the sale of the Gen 4 HughesNet service. In February 2014, we and DISH Network entered into an amendment to the Distribution Agreement which, among other things, extended the initial term of the Distribution Agreement until March 2024. The Distribution Agreement had an initial term of five years with automatic renewal for successive one-year terms unless terminated by either party with a written notice at least 180 days’ before the expiration of the then-current term. Upon expiration or termination of the Distribution Agreement, we and DISH Network will continue to provide our Gen 4 HughesNet service to the then-current DISH Network subscribers pursuant to the terms and conditions of the Distribution Agreement. The revenue associated with this agreement is included in “Service revenue” on our Consolidated Statements of Operations.

Hughes Equipment and Services Agreement

In February 2019, we and DISH Network entered into an agreement pursuant to which we will sell to DISH Network our HughesNet Service and HughesNet equipment that has been modified to meet DISH Network’s internet-of-things specifications for the transfer of data to DISH Network’s network operations centers. This agreement has an initial term of five years expiring February 2024 with automatic renewal for successive one-year terms unless terminated by DISH Network with at least 180 days’ written notice to us or by us with at least 365 days’ written notice to DISH Network. The expenses associated with this agreement are included in “Cost of sales – equipment and other” on our Consolidated Statements of Operations.

Amended and Restated Professional Services Agreement

In connection with the Spin-off, EchoStar entered into various agreements with DISH Network including a transition services agreement, satellite procurement agreement and services agreement, all of which expired in January 2010 and were replaced by a professional services agreement (the “Professional Services Agreement”). In January 2010, EchoStar and DISH Network agreed that EchoStar and its subsidiaries shall continue to have the right, but not the obligation, to receive the following services from DISH Network, among others, certain of which were previously provided under a transition services agreement: information technology, travel and event coordination, internal audit, legal, accounting and tax, benefits administration, program acquisition services and other support services. Additionally, EchoStar and DISH Network agreed that DISH Network would continue to have the right, but not the obligation, to engage EchoStar and its subsidiaries to manage the process of procuring new satellite capacity for DISH Network (previously provided under a satellite procurement agreement), receive logistics, procurement and quality assurance services from EchoStar and its subsidiaries (previously provided under a services agreement) and provide other support services. In connection with the consummation of the Share Exchange, EchoStar and DISH Network amended and restated the Professional Services Agreement (as amended to date, the “Amended and Restated Professional Services Agreement”) to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require as a result of the Share Exchange, including access to antennas owned by DISH Network for our use in performing TT&C services and maintenance and support services for our antennas (collectively, the “TT&C Antennas”). In September 2019, EchoStar and DISH Network further amended the Professional Services Agreement to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require. Additionally, the amended and Restated Professional Services Agreement, as further amended, removed our access to and the maintenance and support services for the TT&C Antennas. A portion of these costs and expenses have been allocated to us in the manner described above. The term of the Amended and Restated Professional Services Agreement is through January 1, 2026 and renews automatically for successive one-year periods thereafter, unless the agreement is terminated earlier by either party upon at least 60 days’ notice. We or DISH Network may generally terminate the Amended and Restated Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days’ notice, unless the statement of work for particular services states otherwise. Certain services provided under the Amended and Restated Professional Services Agreement may survive the termination of the agreement. The expenses associated with this agreement are included in "Cost of sales – equipment and other” on our Consolidated Statements of Operations.

Collocation and Antenna Space Agreements

We and DISH Network entered into an agreement pursuant to which DISH Network provided us with collocation space in El Paso, Texas. This agreement was for an initial period ending in July 2015, and provided us with renewal options for four consecutive three-year terms. In 2024 we exercised our fourth renewal option for a period ending in July 2027. Effective March 2017, we also entered into certain agreements pursuant to which DISH Network provides collocation and antenna space to us with an initial term that ended in February 2022 and renewal options for four consecutive three-year terms ending in February 2034 at the following locations: Cheyenne, Wyoming; Gilbert, Arizona; Monee, Illinois; Spokane, Washington; and Englewood, Colorado. In August 2017, we and DISH Network also entered into certain other agreements pursuant to which DISH Network provides additional collocation and antenna space to us in Monee, Illinois and Spokane, Washington through August 2022. In May 2022, we exercised our right to renew such other agreements at Monee, Illinois and Spokane, Washington through August 2025. In January 2022, we and DISH Network entered into an agreement pursuant to which DISH Network provides additional collocation and antenna space to us in Englewood, Colorado through December 2026. In March 2024, we provided a termination notice for our Spokane, Washington agreement, effective April 2024. Generally, we may renew our collocation and antenna space agreements for three-year periods. We may terminate certain of these agreements within 180 days’ prior

written notice. The fees for the services provided under these agreements depend on the number of racks located at the location.

We entered into an agreement pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming for a period of five years commencing in August 2020, with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. In March 2021, we entered into additional agreements pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming, and the right to use an antenna and certain space in Gilbert, Arizona. Both agreements are for a period of five years with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. The expenses associated with this agreement are recorded in “Selling, general and administrative expenses” on our Consolidated Statements of Operations.

Hughes Broadband Master Services Agreement

In conjunction with the launch of our EchoStar XIX satellite, in March 2017, we and DISH Network entered into a master service agreement (the “Hughes Broadband MSA”) pursuant to which DISH Network, among other things: (i) has the right, but not the obligation, to market, promote and solicit orders and upgrades for our Gen 5 HughesNet service and related equipment and other telecommunication services and (ii) installs Gen 5 HughesNet service equipment with respect to activations generated by DISH Network. Under the Hughes Broadband MSA, we and DISH Network make certain payments to each other relating to sales, upgrades, purchases and installation services. The current term of the Hughes Broadband MSA is through March 2024 with automatic renewal for successive one-year terms. Either party has the ability to terminate the Hughes Broadband MSA, in whole or in part, for any reason upon at least 90 days’ notice to the other party. Upon expiration or termination of the Hughes Broadband MSA, we will continue to provide our Gen 5 HughesNet service to subscribers and make certain payments to DISH Network pursuant to the terms and conditions of the Hughes Broadband MSA. We incurred sales incentives and other costs under the Hughes Broadband MSA totaling $5 million, $2 million and $7 million for the years ended December 31, 2024, 2023 and 2022, respectively. See Note 2 “Assets Recognized Related to the Costs to Obtain a Contract with a Customer” for further information.

2019 TT&C Agreement

In September 2019, we and a subsidiary of EchoStar entered into an agreement pursuant to which DISH Network provides TT&C services to us and  EchoStar and its other subsidiaries for a period ending in September 2021, with the option for a subsidiary of EchoStar to renew for a one-year period upon written notice at least 90 days prior to the initial expiration (the “2019 TT&C Agreement”). The fees for services provided under the 2019 TT&C Agreement are calculated at either: (i) a fixed fee or (ii) cost plus a fixed margin, which will vary depending on the nature of the services provided. Any party is able to terminate the 2019 TT&C Agreement for any reason upon 12 months’ notice. We have exercised our option to renew the 2019 TT&C Agreement on several occasions, and its current term expires in September 2025. The expenses associated with this agreement are recorded in “Cost of services” on our Consolidated Statements of Operations.

Referral Marketing Agreement

In June 2021, we and DISH Network entered into an agreement pursuant to which we will pre-qualify prospects contacting Hughes call centers and transfer those prospects to DISH Network for introduction to DISH Network’s video services, for prospects that convert Hughes will receive a commission. This agreement has an indefinite term and may be terminated by either party upon 90 days’ prior written notice.

Whidbey Island 5G Network Test Bed Subcontract

In June 2022, we and DISH Network entered into certain agreements pursuant to which DISH Network will provide access and use of a lab, technical support and integration and testing support for the 5G network test bed to be delivered by Hughes to its customer. In addition, we lease certain wireless spectrum, construction and related services. We may terminate this agreement at any time by providing written notice to DISH Network. We incurred costs in “Cost of sales – equipment and other” on our Consolidated Statements of Operations under this agreement totaling $2 million for the year ended December 31, 2024.

Joint Ventures and Cost Investments

Deluxe/EchoStar LLC

We own 50% of Deluxe, a joint venture that we entered into in 2010 to build an advanced digital cinema satellite distribution network targeting delivery to digitally equipped theaters in the U.S. and Canada. Refer to Note 5 for more information.

The following table summarizes our transactions with Deluxe:

	For the Years Ended December 31,
	2024		2023		2022
	(In thousands)
Revenue from Deluxe	$	6,002	$	5,794	$	5,334

	As of December 31,
	2024		2023
	(In thousands)
Trade accounts receivable from Deluxe	$	992	$	1,247

In the months of March, September, and December 2024, we received dividends from Deluxe of $3 million, $2 million, and $1 million, respectively.

Broadband Connectivity Solutions (Restricted) Limited

We own 20% of BCS, a joint venture that we entered into in 2018 to provide commercial Ka-band satellite broadband services across Africa, the Middle East and southwest Asia operating over Yahsat’s Al Yah 2 and Al Yah 3 Ka-band satellites. During the three months ended June 30, 2023, we recorded an impairment charge of $33 million related to our investment in BCS as a result of increased competition and the economic environment for this business. For the year ended December 31, 2024, BCS returned $20 million of this investment to us. Refer to Note 5 for more information.

The following table summarizes our transactions with BCS:

	For the Years Ended December 31,
	2024		2023		2022
	(In thousands)
Revenue from BCS	$	3,329	$	3,426	$	7,933

	As of December 31,
	2024		2023
	(In thousands)
Trade accounts receivable from BCS	$	2,572	$	3,333

Hughes Systique Corporation

We own 42% of Hughes Systique and contract with Hughes Systique for software development services. Prior to December 31, 2023, consolidated Hughes Systique’s financial statements into our Consolidated Financial Statements. As of December 31, 2023, we have deconsolidated the Hughes Systique results from our Consolidated Financial Statements and recorded the investment as a cost method investment in “Other investments” on our Consolidated Balance Sheets.

The table below summarizes our transactions with Hughes Systique:

	As of December 31,
	2024		2023
	(In thousands)
Amounts payable to Hughes Systique	$	1,466	$	1,704

	For the Years Ended December 31,
	2024		2023
	(In thousands)
Purchases from Hughes Systique	$	17,528	$	19,597