Item 4 — Purpose of Transaction
Item 4 is hereby amended and supplemented as follows: During the second quarter of each year, Mr. Ergen receives an annuity amount from the 2023 June DISH GRAT, assuming that the 2023 June DISH GRAT has not expired. The number of shares of Class B Common Stock to be distributed as an annuity payment is based in part on the price of the Class A Common Stock on the distribution date and therefore cannot be calculated until the date of distribution. In addition to shares of Class B Common Stock, the annuity payments (and their associated timing) may include, and be based upon, amounts generated from the holdings of the 2023 June DISH GRAT including, among other things, stock recapitalizations or dividends paid or payable with respect to the shares of Class B Common Stock held by the 2023 June DISH GRAT. On June 26, 2025, the 2023 June DISH GRAT distributed: (i) 11,342,203 shares of Class B Common Stock held by the 2023 June DISH GRAT to Mr. Ergen as an annuity payment; and (ii) the remaining 3,762,581 shares of Class B Common Stock held by the 2023 June DISH GRAT to a trust, the beneficiaries of which are members of Mr. Ergen's family, and the 2023 June DISH GRAT expired in accordance with its terms. As described in Item 3 above, Mr. Ergen contributed 16,800,000 shares of Class B Common Stock to the 2025 June GRAT on June 26, 2025. Mr. Ergen established the 2025 June GRAT for estate planning purposes. Under the trust agreement establishing the 2025 June GRAT, Mr. Ergen's spouse, Cantey M. Ergen, serves as trustee of the 2025 June GRAT and holds sole voting and dispositive power over the 16,800,000 shares of Class B Common Stock held by the 2025 June GRAT, except as set forth in Item 6. Mr. Ergen receives an annual annuity amount from the 2025 June GRAT under the trust agreement governing the 2025 June GRAT. Members of Mr. and Mrs. Ergen's family are the beneficiaries of the 2025 June GRAT. The 2025 June GRAT is scheduled to expire on June 26, 2027.