{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-106153","form_type":"8-K","ticker":null,"cik":"0001001082","company_name":"DISH Network CORP","filed_at":"2023-10-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.770771+00:00","generated_at":"2026-06-10T05:08:18.471298+00:00","sec_items":["1.01","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"DISH and EchoStar restructure merger: EchoStar to acquire DISH as wholly owned sub","bullets":["Original structure reversed: EchoStar subsidiary EAV Corp. will merge into DISH; DISH becomes wholly owned sub of EchoStar.","Exchange ratio unchanged at 0.350877 EchoStar Class A share per DISH Class A/C share; proportional ownership same.","Ergen stockholders agree to 3-year voting restriction on EchoStar Class A shares post-closing.","Post-closing EchoStar board to have 11 directors: 7 from DISH, 3 from EchoStar, plus EchoStar CEO.","Executive comp terms for Hamid Akhavan (CEO) and John Swieringa (COO) adjusted to reflect structural change."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-106153","json":"https://secwatch.observer/filing/0001104659-23-106153.json","markdown":"https://secwatch.observer/filing/0001104659-23-106153.md","text":"https://secwatch.observer/filing/0001104659-23-106153.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1001082/000110465923106153/0001104659-23-106153-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1001082/000110465923106153/tm2326296d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T05:08:18.471298+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9f9e4d4ffc","claim":"Hamid Akhavan was appointed as President and Chief Executive Officer at DISH Network CORP.","evidence_excerpt":"the DISH Board had approved the appointment of Mr. Hamid Akhavan as President and Chief Executive Officer of DISH and a member of the DISH Board, effective as of the date on which the Effective Time occurs","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001082/000110465923106153/0001104659-23-106153-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"9e1cf7e5c3b30fef19afef5430b31af288f98eb4","claim":"DISH Network CORP amended Amended and Restated Agreement and Plan of Merger with EchoStar Corporation valued at merger structure revised; DISH to survive as subsidiary of EchoStar; exchange ratio 0.350877 EchoSta (effective 2023-10-02).","evidence_excerpt":"On October 2, 2023, DISH entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with EchoStar and EAV Corp., a Nevada corporation and a wholly owned subsidiary of EchoStar (“Merger Sub”). The board of directors of DISH (the “DISH Board”), acting upon the unanimous recommendation of a special transaction committee of independent directors of the DISH Board, has unanimously approved, adopted and declared advisable the Amended Merger Agreement and the transactions contemplated by the Amended Merger Agreement. The Amended Merger Agreement revises the structure of the merger of DISH and EchoStar. The Amended Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into DISH (the “Merger”), with DISH surviving the Merger as a wholly owned subsidiary of EchoStar.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001082/000110465923106153/0001104659-23-106153-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"EchoStar Corporation"},{"label":"Value","value":"merger structure revised; DISH to survive as subsidiary of EchoStar; exchange ratio 0.350877 EchoSta"},{"label":"Effective","value":"2023-10-02"}],"fact_type":"material_agreement"},{"claim_id":"b19fb705500dce5ef9467c6226cc96661a10449d","claim":"DISH Network CORP entered into Agreement and Plan of Merger with EchoStar Corporation valued at original merger agreement with Eagle Sub merging into EchoStar (effective 2023-08-08).","evidence_excerpt":"As previously disclosed, on August 8, 2023, DISH Network Corporation, a Nevada corporation (“DISH”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with EchoStar Corporation, a Nevada corporation (“EchoStar”), and Eagle Sub Corp, a Nevada corporation and a wholly owned subsidiary of DISH (“Eagle Sub”), providing for the merger of Eagle Sub with and into EchoStar, with EchoStar surviving the merger as a wholly owned subsidiary of DISH.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001082/000110465923106153/0001104659-23-106153-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"EchoStar Corporation"},{"label":"Value","value":"original merger agreement with Eagle Sub merging into EchoStar"},{"label":"Effective","value":"2023-08-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}