SCHEDULE: Ergen Family Solidifies EchoStar Control Through New Estate Planning Trust

Charles W. Ergen and Cantey M. Ergen, along with affiliated trusts, maintain significant beneficial ownership and voting control over EchoStar Corporation, with a new GRAT established for estate planning purposes.

Summary

• Charles W. Ergen and Cantey M. Ergen, along with affiliated entities, collectively beneficially own a substantial portion of EchoStar Corporation's Class A and Class B Common Stock.
• As of July 29, 2025, Charles W. Ergen beneficially owned an aggregate of 143,388,224 shares, representing 50.5% of Class A Common Stock (assuming conversion of Class B shares and options).
• Cantey M. Ergen beneficially owned an aggregate of 141,901,008 shares, representing 50.3% of Class A Common Stock (assuming conversion of Class B shares and options).
• Each share of Class B Common Stock is convertible into one share of Class A Common Stock and carries 10 votes per share.
• Charles W. Ergen's effective total voting power is approximately 85.8%, and Cantey M. Ergen's is also approximately 85.8%, due to an Amended and Restated Support Agreement.
• On July 29, 2025, Charles W. Ergen contributed 8,000,000 shares of Class B Common Stock to the newly established Ergen Two-Year July 2025 SATS GRAT for estate planning purposes.
• Cantey M. Ergen serves as the trustee of the 2025 July GRAT and holds sole voting and dispositive power over these 8,000,000 shares, subject to specific conditions.
• The 2025 July GRAT is scheduled to expire on July 29, 2027.

Sentiment

Score: 7

Explanation: The filing indicates stable, long-term control by the founding family through strategic estate planning, which can be viewed positively for consistent leadership. However, the complex ownership structure and high voting control might be seen as a negative by some minority shareholders seeking greater influence.

Positives

• The establishment of the 2025 July GRAT for estate planning purposes indicates long-term strategic financial planning by the Ergen family.
• The Ergen family maintains significant voting control (approximately 85.8% effective voting power for both Charles and Cantey Ergen), providing stable leadership and strategic direction.

Negatives

• The complex ownership structure involving multiple trusts and shared powers could potentially lead to opacity for external investors.
• The restriction on disposing of shares by the GRATs unless a "Change of Control Event" occurs could limit liquidity or strategic flexibility for those specific share blocks under certain circumstances.

Risks

• A "Change of Control Event," as defined in the GRAT trust agreements, could trigger the trustee's discretion to dispose of shares, potentially impacting the company's ownership stability. This event is defined by a non-Ergen party owning over 50% equity/voting power, a majority of the board not being "Continuing Directors," and Charles W. Ergen's beneficial ownership dropping below 50% of his initial grant.
• The Amended and Restated Support Agreement restricts the voting of Class A Common Stock by Mr. and Mrs. Ergen for three years post-merger, which could limit their direct influence on certain Class A shareholder matters.

Future Outlook

The establishment of the 2025 July GRAT, set to expire on July 29, 2027, indicates a structured approach to long-term estate planning for the Ergen family's holdings in EchoStar. The provisions regarding a "Change of Control Event" suggest a desire to maintain control unless specific, significant changes in ownership or board composition occur.

Management Comments

• Mr. Ergen established the 2025 July GRAT for estate planning purposes.
• The Reporting Persons may from time to time acquire shares of Class A Common Stock for investment purposes.

Industry Context

This filing primarily concerns the internal ownership structure and estate planning of EchoStar's controlling shareholders, Charles and Cantey Ergen. It reinforces their long-term commitment and control over the company, which is common for founder-led or family-controlled enterprises in the telecommunications and satellite industry. The mention of the merger between EchoStar and DISH Network (from the Amended Support Agreement) places this within the context of recent significant industry consolidation.

Comparison to Industry Standards

• The dual-class share structure (Class A with 1 vote, Class B with 10 votes) is a common mechanism used by founder-led companies, such as Meta Platforms (Facebook) and Alphabet (Google), to maintain control despite public ownership.
• The use of Grantor Retained Annuity Trusts (GRATs) for estate planning is a standard wealth transfer strategy employed by high-net-worth individuals to minimize estate taxes, similar to practices seen in other family-controlled public companies.
• The significant beneficial ownership and voting power held by the Ergen family (over 50% of Class A shares and over 85% of voting power) is comparable to other companies where founders or founding families retain super-voting control, ensuring long-term strategic alignment and insulation from activist investors.

Corporate Governance

Related Party Transactions

• Charles W. Ergen contributed 8,000,000 shares of Class B Common Stock to the Ergen Two-Year July 2025 SATS GRAT, an entity established for his estate planning purposes, with Cantey M. Ergen serving as trustee.
• Mr. Ergen receives an annual annuity from the 2025 July GRAT, and members of Mr. and Mrs. Ergen's family are the beneficiaries.

Stakeholder Impact

• Shareholders: The filing reinforces the continued strong control of the Ergen family, which may provide stability but also limits the influence of minority shareholders due to the dual-class share structure and high voting power.
• Management: The stable ownership structure under the Ergen family's control provides clear strategic direction and reduces the likelihood of hostile takeovers or significant shifts in corporate strategy.

Next Steps

• The Ergen Two-Year July 2025 SATS GRAT is scheduled to expire on July 29, 2027, which may lead to further adjustments in beneficial ownership.
• The Amended and Restated Support Agreement's three-year voting restriction on Class A Common Stock will continue to be in effect following the EchoStar and DISH merger closing.

Key Dates

Recommendation

This filing is an update on beneficial ownership and estate planning by the controlling shareholders, not a reflection of operational performance or a new strategic direction that would fundamentally alter the investment thesis. The continued strong control by the Ergen family provides stability, but the information presented does not suggest a catalyst for significant price appreciation or depreciation. Therefore, a "hold" recommendation is appropriate as the core investment rationale remains unchanged.

Keywords

EchoStar, Charles W. Ergen, Cantey M. Ergen, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Voting Power, Estate Planning, GRAT, Grantor Retained Annuity Trust, Corporate Governance, SEC Filing, Ownership Structure, DISH Network