SCHEDULE: Ergen Family Updates Significant EchoStar Ownership Stake Following Annuity Distribution

Charles W. Ergen and Cantey M. Ergen, along with affiliated trusts, have updated their beneficial ownership in EchoStar Corporation, reflecting a routine annuity distribution of Class B Common Stock to Mr. Ergen.

Summary

• Charles W. Ergen beneficially owns an aggregate of 143,388,224 shares of EchoStar Corporation, representing 50.5% of the Class A Common Stock outstanding as of July 8, 2025, and approximately 85.8% of the total voting power.
• Cantey M. Ergen beneficially owns an aggregate of 141,901,008 shares of EchoStar Corporation, representing 50.3% of the Class A Common Stock outstanding as of July 8, 2025, and approximately 85.8% of the total voting power.
• On July 10, 2025, the Ergen Two-Year July 2024 SATS GRAT distributed 7,938,158 shares of Class B Common Stock to Charles W. Ergen as a pre-scheduled annuity payment.
• Following this distribution, the Ergen Two-Year July 2024 SATS GRAT retains beneficial ownership of 18,561,842 shares of Class B Common Stock, representing 10.6% of the Class A Common Stock and approximately 12.6% of EchoStar's voting power.
• The total Class A Common Stock outstanding on July 8, 2025, was 156,326,180 shares.
• The shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis at any time, and each Class B share is entitled to 10 votes per share.

Sentiment

Score: 5

Explanation: The filing is a routine update on beneficial ownership and a pre-scheduled annuity distribution, providing no new information that would significantly alter the company's financial or operational outlook or imply a change in sentiment.

Positives

• The filing indicates stable and continued significant control by the Ergen family over EchoStar Corporation, which may provide long-term strategic consistency.
• The annuity distribution is a routine, pre-scheduled event, indicating predictable estate planning activities rather than unexpected transactions.

Risks

• The trust agreements for the various GRATs contain an irrevocable provision preventing the disposition of EchoStar shares unless a 'Change of Control Event' occurs, which is defined by complex conditions related to ownership percentages and Board composition. This could limit liquidity or strategic flexibility for these shares under certain circumstances.
• The high concentration of voting power with Charles W. Ergen and Cantey M. Ergen (approximately 85.8% effective total voting power each) means that minority shareholders have limited influence over corporate decisions.

Future Outlook

The Ergen Two-Year July 2024 SATS GRAT is scheduled to expire in accordance with its terms on July 10, 2026. The filing primarily details a routine, pre-scheduled annuity payment, with no other explicit forward-looking statements regarding company performance or strategy.

Management Comments

• Charles W. Ergen's principal occupation is Chairman of EchoStar.
• Cantey M. Ergen is a Senior Advisor and member of the Board of Directors of EchoStar.

Industry Context

This filing is an update on insider beneficial ownership and control, which is a common disclosure requirement for publicly traded companies. The continued high level of control by the Ergen family, facilitated by a dual-class share structure, is a characteristic seen in some technology and media companies, allowing founders to maintain strategic direction. This specific update does not reflect broader industry trends but reinforces the existing governance structure within EchoStar.

Comparison to Industry Standards

• The dual-class share structure, granting Class B shares 10 votes per share compared to Class A, is a governance model adopted by some companies (e.g., Google, Meta, Berkshire Hathaway) to ensure long-term control by founders or specific individuals, differing from the one-share, one-vote standard prevalent in many public companies.
• The Ergen family's combined effective voting power of approximately 85.8% is exceptionally high, providing them with near-absolute control over EchoStar's strategic direction and corporate actions, a level of control that is significantly above the average for publicly traded companies, even those with dual-class structures.
• The use of Grantor Retained Annuity Trusts (GRATs) for estate planning and wealth transfer is a common practice among high-net-worth individuals, but the specific provisions regarding 'Change of Control Events' within these trusts are tailored to maintain family control over EchoStar.

Corporate Governance

Related Party Transactions

• On July 10, 2025, the Ergen Two-Year July 2024 SATS GRAT distributed 7,938,158 shares of Class B Common Stock to Charles W. Ergen as an annuity payment. This is a transaction between a trust established for the benefit of Mr. Ergen's family and Mr. Ergen himself.

Stakeholder Impact

• Shareholders: The filing reinforces the continued strong control of EchoStar by the Ergen family, particularly through their significant voting power. This may provide stability but also limits the influence of other shareholders.
• Management: The roles of Charles W. Ergen as Chairman and Cantey M. Ergen as Senior Advisor and Board Member indicate continued leadership and strategic direction from the controlling family.

Next Steps

• The Ergen Two-Year July 2024 SATS GRAT is scheduled to expire on July 10, 2026.

Key Dates

Recommendation

Keywords

EchoStar Corporation, Beneficial Ownership, Charles W. Ergen, Cantey M. Ergen, Schedule 13D, Class A Common Stock, Class B Common Stock, Voting Power, GRAT, Trusts, Corporate Governance, SEC Filing