Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Clearwire Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Class A Common Stock, par value $0.0001 per share, of Clearwire Corporation

(A) 668,248,967 shares of Class A Common Stock outstanding and not beneficially owned by Sprint Nextel Corporation, SoftBank Corp. or any of their respective affiliates, (B) 65,644,812 shares of Class B Common Stock and Class B Common Units of Clearwire Communications, LLC outstanding and not beneficially owned by Sprint Nextel Corporation, SoftBank Corp. or any of their respective affiliates, which can be exchanged into 65,644,812 shares of Class A Common Stock, (C) 30,840,354 restricted stock units outstanding or reserved for issuance pursuant to awards made under the Company’s 2012 Performance Long-Term Incentive Plan and (D) 2,000,000 shares of Class A Common Stock issuable upon exercise of outstanding warrants with an exercise price of less than $5.00.

solely for purposes of calculating the registration fee, the maximum aggregate value of the transaction was calculated as the sum of (A) 668,248,967 shares of Class A Common Stock outstanding and not beneficially owned by Sprint Nextel Corporation, SoftBank Corp. or any of their respective affiliates, multiplied by $5.00 per share, (B) 65,644,812 shares of Class B Common Stock and Class B Common Units of Clearwire Communications, LLC outstanding and not beneficially owned by Sprint Nextel Corporation, SoftBank Corp. or any of their respective affiliates, which can be exchanged into 65,644,812 shares of Class A Common Stock, multiplied by $5.00 per share, (C) 30,840,354 restricted stock units outstanding or reserved for issuance pursuant to awards made under the Company’s 2012 Performance Long-Term Incentive Plan, multiplied by $5.00 per share and (D) 2,000,000 shares of Class A Common Stock issuable upon exercise of outstanding warrants with an exercise price of less than $5.00, multiplied by $3.25 per share (which is the excess of $3.40 over the weighted average exercise price of such warrants)

$3,830,170,665.00

$522,435.28*

$355,103.22

Schedule 14A

Clearwire Corporation

February 1, 2013, March 12, 2013 and May 22, 2013

Table of Contents

Clearwire Corporation

1475 120th Avenue Northeast

Bellevue, Washington 98005

June 25, 2013

Dear Stockholders:

I am pleased to report that on June 20, 2013, Clearwire Corporation, which we refer to as the Company or Clearwire, entered into an amendment dated as of June 20, 2013, which we refer to as the Amendment, to the Agreement and Plan of Merger, dated as of December 17, 2012 and as further amended (including by the Amendment), by and among Sprint Nextel Corporation, which we refer to as Sprint, Collie Acquisition Corp., a wholly-owned subsidiary of Sprint, and the Company, which we refer to as the Merger Agreement, to increase the per share merger consideration from $3.40 per share of Clearwire’s Class A common stock to $5.00 per share of Clearwire’s Class A common stock.

On or about April 23, 2013, we mailed you a proxy statement relating to a Special Meeting of the stockholders of the Company, originally scheduled to have been held on May 21, 2013, to consider and vote on, among other things, a proposal to adopt the Merger Agreement.

On or about May 22, 2013, we mailed to you a supplement to our proxy statement to advise you that the parties to the Merger Agreement executed an amendment dated as of May 21, 2013 to the Merger Agreement to increase the per share merger consideration from $2.97 per share of Clearwire’s Class A common stock to $3.40 per share of Clearwire’s Class A common stock and update additional disclosures included in the proxy statement. On or about May 28, 2013 and May 30, 2013, we provided you with further supplements to our proxy statement to update disclosure included in the proxy statement.

On or about June 13, 2013, we mailed to you a supplement to our proxy statement to advise you that our board of directors had resolved to recommend that the holders of the Company’s Class A common stock (other than DISH Network Corporation, which we refer to as DISH, DISH Acquisition Holding Corporation, a wholly-owned subsidiary of DISH, which we refer to as the Offeror and each of their affiliates) vote against each of the proposals described in the proxy statement and tender their shares of common stock pursuant to the cash tender offer by Offeror to acquire all outstanding shares of Clearwire’s Class A common stock at a price of $4.40 per share. We refer to the original proxy statement dated April 23, 2013 as the proxy statement, and, collectively, to the proxy statement supplements dated May 22, 2013, May 28, 2013, May 30, 2013 and June 13, 2013 as the prior proxy statement supplements.

As noted above, the Amendment increases the per share merger consideration from $3.40 per share of Clearwire’s Class A common stock to $5.00 per share of Clearwire’s Class A common stock. This increased offer values Clearwire at approximately $14 billion, or approximately $0.30 per MHZ-pop, and represents an approximately 47% premium to Sprint’s previous offer of $3.40 per share announced on May 21, 2013 and an approximately 285% premium to Clearwire’s closing share price on Oct. 10, 2012, the day before the Sprint-SoftBank discussions were first confirmed in the marketplace and Clearwire was speculated to be a part of that transaction. This offer also represents an approximately 14% premium to the $4.40 per share price included in the pending tender offer by DISH Network Corporation.

The purpose of this supplement to the proxy statement is to:

Table of Contents

Pursuant to the Amendment, if the merger is completed, each outstanding share of Clearwire’s Class A common stock, par value $0.0001 per share (other than shares held by Sprint, SoftBank Corp., or any of their respective direct or indirect wholly-owned subsidiaries and any stockholders who properly exercise their appraisal rights under Delaware law), will now automatically be converted into the right to receive $5.00 in cash, without interest, less any applicable withholding taxes.

In light of the Amendment, our board of directors, after receiving the unanimous recommendation of the Special Committee, has determined that the merger is advisable, is substantively and procedurally fair to, and is in the best interests of our unaffiliated stockholders. The Special Committee made its determination after consultation with its independent legal and financial advisors and consideration of a number of factors. Our board has also approved and declared advisable the Merger Agreement and resolved to recommend that the stockholders adopt the Merger Agreement.

The board of directors now recommends that you vote “FOR” each of the proposals described in the proxy statement, as supplemented by the prior proxy statement supplements and this proxy statement supplement.

If you have already voted for the Merger Agreement proposal using a properly executed WHITE or BLUE proxy card or otherwise voted for the Merger Agreement proposal over the Internet or by telephone, you will be considered to have voted for adoption of the Merger Agreement, as amended, and do not need to do anything, unless you wish to revoke or change your vote. If you have not previously voted or if you wish to revoke or change your vote, please vote over the Internet or by telephone, or complete, date, sign and return the enclosed GREEN proxy card as soon as possible. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

The accompanying supplement to the proxy statement provides you with additional information about the Amendment and our board’s decision to change its recommendation with respect to the Merger Agreement. The information provided in the proxy statement and the prior proxy statement supplements continues to apply, except as described in this proxy statement supplement. To the extent information in this proxy statement supplement differs from, updates or conflicts with information contained in the proxy statement or the prior proxy statement supplements, the information in this proxy statement supplement is the more current information and will supersede the information in the proxy statement and the prior proxy statement supplements. A copy of the Amendment is attached as an Annex S-A to the accompanying proxy statement supplement. We encourage you to carefully read the entire proxy statement supplement and its annexes, including the Amendment, as well as the original proxy statement and its annexes and the prior proxy statement supplements and their annexes. You may also obtain additional information about the Company from other documents we have filed with the Securities and Exchange Commission.

If you have any questions or need assistance voting your shares or revoking a prior proxy or desire another copy of the proxy statement, the prior proxy statement supplements or this proxy statement supplement, please contact our proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885, or collect at (212) 929-5500.

Table of Contents

Thank you in advance for your cooperation and continued support.

Sincerely,

Erik Prusch

President and Chief Executive Officer

This proxy statement supplement is dated June 25, 2013, and is first being mailed to the Company’s stockholders on or about June 25, 2013.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of Contents

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on July 8, 2013

Dear Stockholder:

You are cordially invited to attend a Special Meeting of the stockholders of Clearwire Corporation, which we refer to as the Company or Clearwire, to be reconvened on July 8, 2013 (after having been further adjourned from the special meeting reconvened on June 24, 2013), at 10:30 a.m., Pacific Daylight Time, at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash., 98007, unless further adjourned by the Company, for the following purposes:

These items of business are more fully described in the proxy statement supplement accompanying this notice and the proxy statement and prior proxy statement supplements previously provided to you.

The record date for the Special Meeting is April 2, 2013. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof.

Your vote is important. The board of directors recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal, “FOR” the NASDAQ Authorization Proposal, “FOR” the Adjournment Proposal and “FOR” the Golden Parachute Proposal.

Table of Contents

Submitting your proxy over the Internet or by telephone is fast and convenient, and your proxy is immediately confirmed and tabulated. Using the Internet or telephone helps save the Company money by reducing postage and proxy tabulation costs.

If you have already voted for the Merger Agreement Proposal using a properly executed WHITE or BLUE proxy card or otherwise voted for the Merger Agreement Proposal over the Internet or by telephone, you will be considered to have voted for adoption of the Merger Agreement and do not need to do anything, unless you wish to revoke or change your vote. If you have not previously voted or if you wish to revoke or change your vote, please vote over the Internet or by telephone, or complete, date, sign and return the enclosed GREEN proxy card as soon as possible. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

On Behalf of the Board of Directors,

Jillian Harrison

Corporate Secretary

Bellevue, Washington

Dated: June 25, 2013

Table of Contents

TABLE OF CONTENTS

Table of Contents

INTRODUCTION

This supplement dated June 25, 2013 to the proxy statement dated April 23, 2013, which we refer to as this proxy statement supplement, is being provided to you in connection with the June 20, 2013 amendment, which we refer to as the Amendment, to the Agreement and Plan of Merger, dated as of December 17, 2012, and amended as of April 18, 2013 and May 21, 2013, by and among Sprint, Merger Sub, and Clearwire, which we refer to, as amended (including by the Amendment), as the Merger Agreement and the board’s reinstatement of its recommendation with respect to the proposals to be voted on at the special meeting of Clearwire’s stockholders to be reconvened on July 8, 2013, at 10:30 a.m., Pacific Daylight Time, at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash., 98007 unless further adjourned by the Company, and to update disclosure with respect to the proxy statement and proxy statement supplements dated May 22, 2013, May 28, 2013, May 30, 2013 and June 13, 2013, which we refer to in this proxy statement supplement collectively as the prior proxy statement supplements. In this proxy statement supplement, we refer to the merger of Collie Acquisition Corp. with and into Clearwire Corporation pursuant to the Merger Agreement as the Merger, and we refer to Sprint Nextel Corporation as Sprint, Collie Acquisition Corp. as Merger Sub and Clearwire Corporation as Clearwire, the Company, us, our or we.

In the proxy statement supplement dated May 22, 2013, the board of directors of the Company recommended to you that you vote in favor of adopting the Merger Agreement. At the time of the board of directors’ recommendation, the per share merger consideration payable to holders of Clearwire’s Class A common stock, par value $0.0001 per share, which we refer to as Class A Common Stock, (other than shares held by Sprint, SoftBank Corp., which we refer to as SoftBank, or any of their respective affiliates) was $3.40 per share.

On or about May 30, 2013, DISH Acquisition Holding Corporation, a Delaware corporation, which we refer to as Offeror, a wholly-owned subsidiary of DISH Network Corporation, a Nevada corporation, which we refer to as DISH, commenced an unsolicited cash tender offer to acquire all outstanding shares of Clearwire’s Class A Common Stock at a price of $4.40 per share, net to the seller in cash, which we refer to as the DISH Offer Price, without interest thereon and less any required withholding taxes upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 30, 2013, which we refer to as the Offer to Purchase, and in the related Letter of Transmittal, which, together with the Offer to Purchase, we refer to as the DISH Tender Offer. The DISH Tender Offer is described in a Tender Offer Statement on Schedule TO, which, as amended or supplemented from time to time, we refer to as the Schedule TO, filed by DISH and Offeror with the Securities and Exchange Commission, which we refer to as the SEC, on May 30, 2013. The Offer to Purchase and related Letter of Transmittal were filed as exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO. In light of the DISH Tender Offer and the fact that the DISH Offer Price exceeded the merger consideration then being offered by Sprint, the board of directors of the Company had changed its previous recommendation and recommended that you vote against each of the proposals described in the proxy statement.

Pursuant to the Amendment, the per share merger consideration payable to holders of Class A Common Stock (other than shares held by Sprint, SoftBank, or any of their respective affiliates) has been increased from $3.40 per share, without interest, less any applicable withholding taxes, to $5.00 per share, without interest, less any applicable withholding taxes, which we refer to as the Merger Consideration.

In light of the increased Merger Consideration pursuant to the Amendment and the other factors described herein, the board of directors of the Company now again recommends that you vote as follows:

S-1

Table of Contents

This proxy statement supplement provides information about the Amendment and the board’s reinstatement of recommendation and updates the proxy statement and the prior proxy statement supplements. The information provided in the proxy statement and the prior proxy statement supplements continues to apply, except as described in this proxy statement supplement. To the extent information in this proxy statement supplement differs from, updates or conflicts with information contained in the proxy statement or the prior proxy statement supplements, the information in this proxy statement supplement is the more current information and will supersede the information in the proxy statement and the prior proxy statement supplements. If you need another copy of the proxy statement, any of the prior proxy statement supplements or this proxy statement supplement, you may request copies of any of them, without charge, by written or telephonic request directed to Clearwire Corporation, Attn: Investor Relations, 1475 120th Avenue Northeast Bellevue, Washington 98005, Telephone: (425) 505-6494; or from our proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885, or collect at (212) 929-5500.

The proxy statement, the prior proxy statement supplements and this proxy statement supplement may also be accessed at the Securities and Exchange Commission, which we refer to as the SEC, website at www.sec.gov or on the “Investor Relations” page of our corporate website at www.clearwire.com. The information provided on our website is not part of this proxy statement supplement, the prior proxy statement supplements or the proxy statement and is not incorporated in this proxy statement supplement, the prior proxy statement supplements or the proxy statement by this or any other reference to our website provided in this proxy statement supplement or the proxy statement. See “Where You Can Find More Information,” beginning on page S-61 of this proxy statement supplement.

S-2

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the remainder of this proxy statement supplement, and, if you have not already done so, the proxy statement and the documents referred to in the proxy statement and the prior proxy statement supplements, all of which you should read carefully. See “Where You Can Find More Information.”

The following information supplements and, where applicable, replaces the corresponding questions and answers under the heading “Questions and Answers About the Special Meeting and the Merger” beginning on page 96 of the proxy statement.

Q: Why am I receiving this additional proxy statement supplement and a new proxy card?

A: You have been sent this proxy statement supplement and a new proxy card because, on June 20, 2013, the Company, Sprint and Merger Sub entered into the Amendment and, in light of the increase in Merger Consideration pursuant to the Amendment the board of directors has resolved to recommend that the holders of the Company’s Class A Common Stock vote in favor of each of the proposals described in the proxy statement. This proxy statement supplement updates the proxy statement and prior proxy statement supplements based on the Amendment and this change in recommendation.

Also, the board of directors, upon the recommendation of the Special Committee, now recommends that the Company’s stockholders do not tender their shares of Class A Common Stock pursuant to the DISH Tender Offer. As of June 20, 2013, the Company has terminated all discussions and negotiations with DISH and its respective affiliates with respect to the DISH Tender Offer.

Q: What is the effect of the Amendment?

A: The effect of the Amendment is to increase the Merger Consideration payable to holders of our Class A Common Stock (other than Sprint, SoftBank, and any of their respective affiliates) from $3.40 per share, without interest, less any applicable withholding tax, to $5.00 per share, without interest, less any applicable withholding tax.

In addition to increasing the Merger Consideration, Sprint and Clearwire agreed to certain other provisions in the Amendment to, among other things:

S-3

Table of Contents

The Amendment is described further under “The Merger Agreement” on page S-43. A copy of the Amendment is attached as Annex S-A hereto. We encourage you to read the Amendment and this proxy statement supplement in their entirety, and if you have not already done so, to read the proxy statement and the prior proxy statements supplements in their entirety.

Q: Has the transaction otherwise changed?

A: No. Other than as set forth in the Amendment, the terms of the transaction have not changed. The proposed transaction is the acquisition by Sprint of all of the Company’s Common Stock that Sprint and its affiliates do not already own, pursuant to the Merger Agreement. If the Merger Agreement Proposal is approved by our stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub, a wholly-owned subsidiary of Sprint, will merge with and into the Company and the Company will continue as the surviving corporation. We refer to this transaction as the Merger. As a result of the Merger, the Company will become a wholly-owned subsidiary of Sprint and will no longer be a publicly-held corporation. In addition, as a result of the Merger, our Class A Common Stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended, we will no longer file periodic reports with the SEC on account of our Class A Common Stock, and you will no longer have any interest in our future earnings or growth.

In connection with the Merger Agreement, Clearwire, Clearwire Communications and Clearwire Finance, also entered into the Note Purchase Agreement, dated as of December 17, 2012 (as amended on January 31, 2013 and February 26, 2013), with Sprint, pursuant to which Sprint has agreed to purchase the Notes from us at our request, but subject to the conditions set forth in the Note Purchase Agreement. In order to allow Clearwire to request the full remaining amount of available financing provided by Sprint pursuant to the Note Purchase Agreement, you are being asked to approve the Charter Amendment Proposal and the NASDAQ Authorization Proposal.

Q: What will I receive if the Merger is completed?

A: Upon completion of the Merger, you will be entitled to receive the Merger Consideration for each share of our Class A Common Stock that you own, unless you properly exercise, and do not withdraw, your appraisal rights under the General Corporation Law of the State of Delaware, with respect to such shares. For example, if you own 100 shares of our Class A Common Stock, you will receive $500 in cash in exchange for your 100 shares of our Class A Common Stock, without interest and less any applicable withholding taxes. Upon consummation of the Merger, you will not own any shares of the capital stock of the surviving corporation.

Q: How does the Merger Consideration compare to the DISH Offer Price and the market price of the Company’s Class A Common Stock prior to the announcement of the Merger?

A: The Merger Consideration represents approximately a 14% premium to the DISH Offer Price and approximately a 285% premium to the closing share price of the Company’s Class A Common Stock the day before discussions between Sprint and SoftBank were first confirmed in the marketplace on October 11, 2012, with Clearwire speculated to be a part of that transaction; and approximately a 136% premium to the closing price the day before our receipt of Sprint’s initial $2.60 per share non-binding indication of interest on November 21, 2012.

Q: Has the board of directors changed its recommendation of the DISH Tender Offer?

A: Yes, in connection with the Amendment, the board of directors, upon the recommendation of the Special Committee, now recommends that the Company’s stockholders do NOT tender their shares of Class A Common Stock pursuant to the DISH Tender Offer. As of June 20, 2013, the Company has terminated all discussions and negotiations with DISH and its affiliates with respect to the DISH Tender Offer.

S-4

Table of Contents

Q: Has the board of directors approved the Amendment?

A: Yes, the board of directors of the Company, upon the unanimous recommendation of the Special Committee, has approved the Amendment and declared it advisable.

Q: Did the Special Committee receive an updated fairness opinion from its financial advisor?

A: Yes, on June 20, 2013, Centerview Partners LLC, which we refer to as Centerview, delivered to the Special Committee and the Audit Committee an updated fairness opinion to the effect that, as of June 20, 2013, and based upon and subject to the various assumptions and limitations set forth in the fairness opinion, the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement, as amended by the Amendment, was fair, from a financial point of view, to such holders.

Q: Did the board of directors receive an updated fairness opinion from its financial advisor?

A: Yes, on June 20, 2013, Evercore Group, L.L.C., which we refer to as Evercore, delivered to the board of directors an updated fairness opinion to the effect that, as of June 20, 2013, as of that date and based upon and subject to assumptions made, matters considered and limitations on the scope of review undertaken by Evercore as set forth in its opinion, the Merger Consideration to be paid to the holders of shares of Class A Common Stock (other than affiliates of the Company) pursuant to the Merger was fair, from a financial point of view, to such holders.

Q: When and where is the Special Meeting?

A: The Special Meeting of stockholders of the Company will be reconvened on July 8, 2013, at 10:30 a.m., Pacific Daylight Time, at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash., 98007, unless further adjourned by the Company.

Q: How does the board of directors recommend that I vote?

A: The board of directors now recommends that you vote “FOR” the Merger Agreement Proposal and continues to recommend that you vote “FOR” the Charter Amendment Proposal, “FOR” the NASDAQ Authorization Proposal, “FOR” the Adjournment Proposal, and “FOR” the Golden Parachute Proposal. Approval of the proposal to adopt the Merger Agreement is independent of approval of the Charter Amendment Proposal, and each of these approvals is also independent of approval of the NASDAQ Authorization Proposal.

Q: What is the difference between being a “stockholder of record” and a “beneficial owner”?

A: If your shares of our Common Stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares of Common Stock, the “stockholder of record.” In that case, this proxy statement, and your GREEN proxy card, have been sent directly to you by the Company.

If your shares of Common Stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of our Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee which may be, with respect to those shares of Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee as to how to vote your shares of Common Stock by following their instructions for voting.

S-5

Table of Contents

Q: How do I vote?

A: If you were a stockholder of record as of the Record Date, you may vote your shares on matters presented at the Special Meeting in any of the following ways:

If you are a beneficial owner of shares of our Common Stock as of the Record Date, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the Special Meeting, you must have a legal proxy from your bank, brokerage firm or other nominee.

The control number located on your GREEN proxy card is designed to verify your identity and allow you to vote your shares of our Common Stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please note that if you attend the Special Meeting in person, cameras, recording devices, cell phones and certain other electronic devices will not be permitted at the Special Meeting.

Q: Does the color of the proxy card matter?

A: Yes. GREEN proxy cards are being solicited by the Company from its stockholders for the proposals. If the Company receives a GREEN proxy card, your shares will be voted by the Company proxies as indicated in your voting preference selection. We encourage you to cast your vote “FOR” each of the proposals, following the instructions in your GREEN proxy card, as promptly as possible.

We previously sent BLUE proxy cards to you. The BLUE proxy cards contained our board of directors’ prior recommendation that you vote against each of the proposals. In light of the board of directors’ decision to change its recommendation, we urge you to discard any BLUE proxy cards. If you have already voted in favor of the Merger Agreement Proposal using a properly executed BLUE proxy card or otherwise voted in favor of the Merger Agreement Proposal over the Internet or by telephone, you will be considered to have voted in favor of the adoption of the Merger Agreement, as amended, and do not need to do anything, unless you wish to revoke or change your vote.

The gold proxy cards were sent to you by a dissident stockholder and would be voted by such dissident stockholder as indicated in your voting preference selection. We urge you to discard any gold proxy cards. If you previously submitted a gold proxy card, we urge you to cast your vote as instructed in your GREEN proxy card, which will revoke any earlier dated proxy card that you submitted, including any gold proxy card.

We also previously sent WHITE proxy cards to you. The WHITE proxy cards contained our board of directors’ initial recommendation that you vote in favor of each of the proposals. If you have already voted in favor of the Merger Agreement Proposal using a properly executed WHITE proxy card or otherwise voted in favor of the Merger Agreement Proposal over the Internet or by telephone, you will be considered to have voted in favor of the adoption of the Merger Agreement, as amended, and do not need to do anything, unless you wish to revoke or change your vote.

S-6

Table of Contents

If you have already voted “FOR”, “AGAINST” or “ABSTAIN” on the Merger Agreement Proposal or the other proposals using a properly executed proxy card (of any color) or otherwise voted over the Internet or by telephone, you will be considered to have voted in the same manner on the adoption of the Merger Agreement, as amended, and the other proposals and do not need to do anything, unless you wish to revoke or change your vote.

Q: If a stockholder gives a proxy, how are the shares of Common Stock voted?

A: Regardless of the method you choose to submit a proxy, the individuals named on the enclosed GREEN proxy card will vote your shares of Common Stock in the way that you indicate. When completing the Internet or telephone processes or the GREEN proxy card, you may specify whether your shares of Common Stock should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your GREEN proxy card but do not mark the boxes indicating how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal, “FOR” the NASDAQ Authorization Proposal, “FOR” the Adjournment Proposal and “FOR” the Golden Parachute Proposal.

Q: I received a BLUE proxy card. Should I sign and mail it?

A: No. We urge you to discard any BLUE proxy cards, which were sent to you by the Company with the proxy statement supplement dated June 13, 2013. At that time, the board of directors had recommended that you vote against each of the proposals described in the proxy statement. In light of the Amendment, the board of directors now again recommends that you vote in favor of each of the proposals described in the proxy statement, and its current recommendation is reflected on the enclosed GREEN proxy card.

Q: I received a gold proxy card. Should I sign and mail it?

A: No. We urge you to discard any gold proxy cards, which were sent to you by a dissident stockholder.

Q: Can I change or revoke my vote?

A: Yes. You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by submitting another proxy, including a GREEN proxy card, at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary, which must be filed with our Corporate Secretary by the time the Special Meeting begins, or by attending the Special Meeting and voting in person. If your shares of our Common Stock are held in street name by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on changing or revoking your proxy.

Only your last submitted proxy card will be considered. Please cast your vote “FOR” each of the proposals, following the instructions in your GREEN proxy card, as promptly as possible. Your submission of your vote via the instructions in your GREEN proxy card is sufficient to revoke any proxy card that you previously submitted.

Q: What should I do if I have already voted?

A: If you have already voted “FOR”, “AGAINST” or “ABSTAIN” on the Merger Agreement Proposal or the other proposals using a properly executed proxy card (of any color) or otherwise voted over the Internet or by telephone, you will be considered to have voted in the same manner on the adoption of the Merger Agreement, as amended, and the other proposals and do not need to do anything, unless you wish to revoke or change your vote.

S-7

Table of Contents

Q: What do I need to do now?

A: Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please submit your proxy promptly to ensure that your shares are represented at the Special Meeting. If you hold your shares of our Common Stock in your own name as the stockholder of record, please submit your proxy for your shares of our Common Stock by completing, signing, dating and returning the enclosed GREEN proxy card in the accompanying prepaid reply envelope, by using the telephone number printed on your GREEN proxy card or by following the Internet proxy instructions printed on your GREEN proxy card. If you decide to attend the Special Meeting and vote in person, your vote by ballot at the Special Meeting will revoke any proxy previously submitted. If you are a beneficial owner of shares of our Common Stock, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

Q. Who can help answer my other questions?

A. If you have additional questions about the Merger, need assistance in submitting your proxy or voting your shares of our Common Stock, or need additional copies of the proxy statement or your GREEN proxy card, please contact:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Call toll-free: (800) 322-2885

or

Call collect: (212) 929-5500

S-8

Table of Contents

SUPPLEMENT TO PROXY STATEMENT

The following information replaces or supplements the information in the specified sections of the proxy statement. The page references listed below are references to pages in the proxy statement, as supplemented by the prior proxy statement supplements, and not this proxy statement supplement, unless otherwise specified.

The references to “the Merger Agreement” throughout the proxy statement are revised to refer to the Merger Agreement as amended by the Amendment.

The references to “the Merger Agreement, as well as an amendment thereto, which are attached as Annexes A-1 and A-2 to the proxy statement” throughout the proxy statement are replaced with references to “the Merger Agreement, as well as the amendments thereto, which are attached as Annexes A-1 and A-2 the proxy statement, Annex S-A to the proxy statement supplement dated May 22, 2013, and Annex S-A to this proxy statement supplement dated June 25, 2013.”

The Amendment, attached as Annex S-A hereto, the opinion of Centerview dated as of June 20, 2013, attached as Annex S-J hereto, and the opinion of Evercore dated as of June 20, 2013, attached as Annex S-K hereto, are each incorporated as annexes to the proxy statement.

SUMMARY TERM SHEET

The following information replaces or supplements the information under the heading “Summary Term Sheet” beginning on page 1 of the proxy statement.

Special Factors

The supplemental information in the first and second bullet points on page S-7 and the first, second, third and fourth bullet points on page S-8 of the proxy statement supplement, dated June 13, 2013 is deleted.

The following information replaces the first bullet point on page 3 of the proxy statement.

The following information replaces the third bullet point on page 3 of the proxy statement.

S-9

Table of Contents

The full text of the written opinion of Centerview, dated June 20, 2013, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Centerview in connection with its opinion, is attached as Annex S-J to this proxy statement and is incorporated by reference herein in its entirety. Centerview provided its opinion for the information and assistance of the Special Committee and the Audit Committee in connection with, and for purposes of, their consideration of the Merger and its opinion only addresses whether, as of the date of such written opinion, the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders and does not address any other term or aspect of the Merger Agreement or the Merger contemplated thereby. Centerview’s opinion does not address the relative merits of the Merger as compared to other business strategies or transactions that might be available with respect to the Company or the Company’s underlying business decision to effect the Merger or any related transaction. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or otherwise act with respect to the Merger or any other matter. For a further discussion of Centerview’s opinion, see “Special Factors—Opinion of Financial Advisor to the Special Committee.”

The following information replaces the last bullet point on page 3 of the proxy statement.

The following information replaces the first paragraph of the first bullet point on page 5 of the proxy statement.

The following information replaces the last bullet point on page 5 of the proxy statement.

S-10

Table of Contents

The Special Meeting

The following information replaces the first sentence of the first paragraph in the third bullet point on page 10.

Time, Place and Purpose of the Special Meeting (page 136). The Special Meeting will be reconvened on July 8, 2013, starting at 10:30 a.m., Pacific Daylight Time, at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash., 98007, unless further adjourned by the Company.

The following information replaces the first and second bullet points on page 12.

You have the right to revoke a proxy whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by submitting another proxy, including a GREEN proxy card, at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary, which must be filed with our Corporate Secretary before the Special Meeting begins, or by attending the Special Meeting and voting in person. If your shares of our Common Stock are held in street name by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on revoking your proxy.

The following information replaces the second paragraph in the third bullet point on page 12.

On June 21, 2013, the most recent practicable date before the proxy statement supplement was mailed to our stockholders, the closing price for our Class A Common Stock on NASDAQ was $5.08 per share. You are encouraged to obtain current market quotations for our Class A Common Stock in connection with voting your shares of Class A Common Stock.

S-11

Table of Contents

SPECIAL FACTORS

The following information replaces or supplements the information under the heading “Special Factors” beginning on page 14 of the proxy statement.

The references to “$3.40” in the Special Factors in the second paragraph on page 14 and the last bullet point on page 45 of the proxy statement are replaced with a reference to “$5.00.”

Background of the Merger

The section of the Special Factors titled “Background of the Merger” beginning on page 14 of the proxy statement describes the background of the transaction up to and including April 22, 2013. That description of the background of the transaction was supplemented up to and including June 13, 2013 in the proxy statement supplements dated May 22, 2013 and June 13, 2013. The discussion below further supplements that description up to and including the date of this supplement. For litigation developments subsequent to the date of the proxy statement, see “Litigation Related to the Merger.”

On June 17, 2013, Sprint filed the Sprint Action described under “Special Factors—Litigation Related to the Merger.”

On the morning of June 18, 2013, Mr. Stanton had a conference call with Mr. Hesse and their respective legal advisors, during which they had a preliminary discussion of the terms of a potential amendment to the Merger Agreement and a price increase from Sprint. The amount of the potential price increase was not discussed.

On the afternoon of June 19, 2013, Mr. Hesse and Mr. Fisher spoke telephonically with Mr. Stanton and Mr. Hesse informed Mr. Stanton that Sprint was prepared to offer an increased purchase price of $5.00 per share and had secured commitments from four institutional investors to enter into voting agreements, with details to be negotiated.

Later on June 19, 2013, the Special Committee held a meeting to discuss the proposed Amendment and the transactions contemplated thereby, including the proposed increase in the Merger Consideration to $5.00 per share. During the meeting, Mr. Stanton provided an overview of negotiations between the Company and Sprint and between certain stockholders of the Company and Sprint during June 18, 2013 and June 19, 2013, which resulted in a revised offer from Sprint. Mr. Stanton summarized the terms requested by Sprint in connection with the offer to increase the Merger Consideration and reported that he understood that certain stockholders of the Company, representing approximately 9% of the outstanding shares of Common Stock, had agreed, subject to negotiation of mutually agreeable terms, to enter into Voting and Sale Agreements with Sprint pursuant to which they would, on the terms and conditions set forth in such Voting and Sale Agreements, agree to vote their shares of Class A Common Stock in favor of the adoption of the Merger Agreement at the $5.00 per share price and to sell their shares of Class A Common Stock to Sprint for $5.00 per share if the Merger Agreement were terminated. A discussion followed regarding the revised offer and the additional requests being made by Sprint in connection therewith that could potentially make it more difficult for alternative acquisition proposals (including the DISH Tender Offer) to be successful. It was noted that the Amendment would require Clearwire and its representatives immediately to cease and terminate any and all discussions and negotiations with DISH and its affiliates with respect to the DISH Tender Offer. After further discussion, the Special Committee determined that the $5.00 price per share was clearly superior to the $4.40 DISH Offer Price, that in light of the support of the stockholders that had agreed, subject to negotiation of mutually agreeable terms, to enter into Voting and Sale Agreements with Sprint, the Merger would likely receive the necessary stockholder approval, and that, in light of the greater uncertainty regarding the closing of the DISH Tender Offer imposed by the conditions to the DISH Tender Offer, it would likely be in the best interests of the holders of Class A Common Stock for the Company to accept and enter into an agreement for the $5.00 per share price from Sprint. The Special Committee thus directed Centerview to conduct its financial analysis on the terms of the existing Merger Agreement as amended by the Amendment, and Simpson Thacher and Kirkland & Ellis to negotiate with Sprint and its representatives over certain terms and conditions of the Amendment and the proposed Voting and Sale Agreements.

S-12

Table of Contents

Throughout the evening on June 19, 2013 and into the morning of June 20, 2013, Kirkland & Ellis and Simpson Thacher engaged in multiple conversations with counsel for Sprint regarding certain terms of the Amendment and the Voting and Sale Agreements and multiple revised drafts of the documents were exchanged among the counsel.

Early in the morning of June 20, 2013, the Special Committee held a meeting to discuss the status of the Amendment and the Voting and Sale Agreements. Representatives from Simpson Thacher and Kirkland & Ellis updated the Special Committee on the negotiations that had taken place through the night and the resolution that had been reached regarding certain of the terms and conditions of the Amendment and the Voting and Sale Agreements. The Special Committee further discussed the decision not to contact DISH prior to executing the Amendment and Sprint’s request that Clearwire and its representatives immediately cease and terminate all discussions and negotiations with DISH and its affiliates regarding the DISH Tender Offer, and reiterated its conclusions that under the circumstances presented, including the support of the stockholders that had agreed, subject to negotiation of mutually agreeable terms, to enter into the Voting and Support Agreements and the consequent likelihood that the Merger would be approved and closed in the near future, that it would be in the best interests of the holders of Class A Common Stock for the Company to enter into the Amendment. Representatives of Centerview then summarized its financial analysis of the Amendment. After further discussions, representatives from Centerview delivered Centerview’s opinion to the Special Committee to the effect that, as of June 20, 2013, and based upon and subject to the various assumptions and limitations set forth in Centerview’s written opinion, the Merger Consideration to be paid to the holders of shares of Class A Common Stock (other than affiliates of the Company) under the Merger Agreement was fair, from a financial point of view, to such holders. Following additional discussions among the members of the Special Committee and their advisors, the Special Committee determined, among other things, that (i) the Merger Agreement, when compared with other potential transactions reasonably available to the Company at that time, was the most favorable potential transaction to the Company’s unaffiliated holders of Class A Common Stock, (ii) the terms of the Merger Agreement were advisable, fair to and in the best interest of the Company’s unaffiliated holders of Class A Common Stock, and (iii) the Special Committee recommend that the Company’s board of directors (A) approve the Merger Agreement, (B) declare the advisability of the Merger Agreement to the Company’s stockholders and recommend the adoption of the Merger Agreement by the Company’s stockholders and (C) recommend to the Company’s stockholders that they not tender their shares of Class A Common Stock pursuant to the DISH Tender Offer.

Also on the morning of June 20, 2013, the Company’s board of directors held a meeting to discuss the status of the Amendment and the Voting and Sale Agreements. Representatives from Kirkland & Ellis updated the board on the negotiations that had taken place through the night and the status of the Amendment and the Voting and Sale Agreements. Representatives of Evercore then summarized its financial analysis of the Amendment and delivered Evercore’s opinion to the Company’s board of directors to the effect that, as of June 20, 2013, and based upon and subject to the various assumptions and limitations set forth in Evercore’s written opinion, the Merger Consideration to be paid to the holders of shares of Class A Common Stock (other than affiliates of the Company) under the Merger Agreement was fair, from a financial point of view, to such holders. Following additional discussions among the members of the Company’s board of directors and their advisors, the board determined, among other things, (i) that the terms of the Merger Agreement were advisable, fair to and in the best interest of the Company’s unaffiliated holders of Class A Common Stock, (ii) to recommend that the Company’s stockholders adopt the Merger Agreement and (iii) to recommend to the Company’s stockholders that they not tender their shares of Class A Common Stock pursuant to the DISH Tender Offer.

On June 20, 2013, following the approval of the Clearwire board of directors, Sprint, Merger Sub and the Company executed the Amendment, and Sprint and each Voting and Sale Agreement Party (as defined below under “The Voting and Sale Agreements”) executed the respective Voting and Sale Agreement. See “The Merger Agreement” and “The Voting and Sale Agreements.” Sprint and the Company then issued a joint press release stating that the Clearwire board of directors had approved the Amendment and recommended that the Company’s stockholders vote in favor of adopting the amended Merger Agreement at the Special Meeting to be reconvened on July 8, 2013.

S-13

Table of Contents

Following the execution of the Amendment, the Company terminated discussions with DISH and Mr. Stanton called Mr. Ergen to inform him that the Company had signed the Amendment.

Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger

The following information supplements the information under the heading “Recommendation of the Special Committee and the Board of Directors; Fairness of the Merger” beginning on page 40 of the proxy statement.

Pursuant to resolutions of the Special Committee, dated June 20, 2013, adopted at a meeting of the Special Committee held on June 20, 2013, the Special Committee unanimously determined that the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were advisable, fair to and in the best interest of the holders of Class A Common Stock (other than affiliates of the Company) and the Special Committee unanimously recommended that the Clearwire board of directors (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) declare the advisability of the Merger Agreement to the stockholders of Clearwire and (iii) recommend the adoption of the Merger Agreement by the stockholders of Clearwire. In reaching its conclusion to make such determination and recommendations to the Clearwire board of directors that the transactions contemplated by the Merger Agreement, including the Merger, were advisable, both procedurally and substantively fair to and in the best interest of Clearwire’s unaffiliated stockholders, the Special Committee considered a number of factors, including the following:

S-14

Table of Contents

S-15

Table of Contents

The Special Committee also considered a number of potentially countervailing factors and risks in its decision to recommend to the Company’s board of directors that it approve the Company entering into the Amendment. These countervailing factors and risks supplement the countervailing factors and risks described in the original Proxy Statement regarding the initial decision of the Special Committee to enter into the Merger Agreement. These supplemental countervailing factors and risks included the following:

The Special Committee further believes that sufficient procedural safeguards were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of our unaffiliated stockholders. The factors that the Special Committee considered in making the determination regarding procedural safeguards and such procedural safeguards are described in the original Proxy Statement.

The supplemental information in the last paragraph beginning on page S-13 of the proxy statement supplement, dated June 13, 2013 is deleted.

Position of Sprint Parties Regarding the Fairness of the Merger

The following information replaces the first, second and third bullet points on page 47 of the proxy statement.

S-16

Table of Contents

The following information replaces the fifth bullet on page 48 of the proxy statement.

Opinion of Financial Advisor to the Special Committee

The following information supplements the section of the Special Factors titled “Opinion of Financial Advisor to the Special Committee” beginning on page 50 of the proxy statement.

In connection with the Special Committee’s analysis and consideration of potential strategic alternatives, including the Merger, on November 21, 2012, the Special Committee retained Centerview to act as its financial advisor. On June 20, 2013, Centerview delivered to the Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Special Committee and the Audit Committee, dated June 20, 2013, to the effect that, as of that date and based upon and subject to the various assumptions and limitations set forth in the written opinion, the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Centerview, dated June 20, 2013, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Centerview in connection with its opinion, is attached as Annex S-J to this proxy statement and is incorporated by reference herein in its entirety. Centerview provided its opinion for the information and assistance of the Special Committee and the Audit Committee in connection with, and for purposes of, their consideration of the Merger and its opinion only addresses whether, as of the date of such written opinion, the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders and does not address any other term or aspect of the Merger Agreement or the Merger contemplated thereby. Centerview’s opinion does not address the relative merits of the Merger as compared to other business strategies or transactions that might be available with respect to the Company or the Company’s underlying business decision to effect the Merger or any related transaction. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or otherwise act with respect to the Merger or any other matter. The summary of the written opinion of Centerview set forth below is qualified in its entirety by reference to the full text of such written opinion.

We encourage you to carefully read the written opinion of Centerview described above in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Centerview in connection with such opinion.

Summary of Centerview’s Opinion

In connection with rendering its opinion and performing its related financial analyses, Centerview reviewed, among other things:

S-17

Table of Contents

Centerview also conducted discussions with members of the senior management and representatives of the Company regarding their assessment of the internal data, the issuance of the Notes and the strategic rationale for the Merger. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, and Centerview compared certain of the proposed financial terms of the Merger with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant. In addition, Centerview conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview did not assume any responsibility for independent verification of any of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of the opinion and have, with the consent of the Special Committee, relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the direction of the Special Committee, that the internal data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the direction of the Special Committee, on the internal data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the internal data or the assumptions upon which it is based. In addition, at the direction of the Special Committee, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and Centerview was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the direction of the Special Committee, that the final executed Amendment would not differ in any respect material to Centerview’s analysis or opinion from the draft, dated June 20, 2013, of the Amendment reviewed by Centerview and that the Merger will be consummated in accordance with the terms of the Merger Agreement, without the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or opinion. In addition, Centerview assumed that in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or opinion. Centerview did not evaluate and expressed no opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Merger on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and it expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview expressed no view in its opinion as to, and its opinion did not address, the Company’s underlying business decision to proceed with or effect the Merger, or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. In connection with Centerview’s engagement and at the direction of the Special Committee, Centerview was requested to approach, and Centerview held discussions with, selected third parties to solicit indications of interest in the possible acquisition of certain assets of the Company. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, to the holders of our Class A Common Stock (other than affiliates of the Company), as of the date of the opinion, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview was not asked to and did

S-18

Table of Contents

not express any view in the opinion on, and Centerview’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of the issuance of the Notes or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Merger, including, without limitation, the fairness of the Merger to, or any consideration to be received in connection therewith by, or the impact of the Merger on, the holders of any other class of securities, creditors, or other constituencies of the Company or any party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Merger, whether relative to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of the date of the written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm the opinion based on circumstances, developments or events occurring after the date of the written opinion.

Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how any such stockholder or other person should vote or otherwise act with respect to the Merger or any other matter.

Centerview’s financial advisory services and the opinion expressed in the written opinion were provided for the information and assistance of the Special Committee and the Audit Committee in connection with and for purposes of their consideration of the Merger. Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Financial Analyses

The following is a brief summary of the material financial and comparative analyses that Centerview deemed to be appropriate for this type of transaction and that were reviewed with the Special Committee and the Audit Committee, in connection with rendering Centerview’s opinion. The following summary, however, does not purport to be a complete description of all the financial analyses performed by Centerview in connection with rendering its opinion, nor does the order of analyses described represent relative importance or weight given to those analyses by Centerview.

Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses of Centerview. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 20, 2013 (the last trading day prior to the date that Centerview delivered its oral opinion to the Special Committee and the Audit Committee) and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis

Centerview reviewed, for reference and informational purposes only, the historical trading prices and volumes of the shares of Company Class A Common Stock for the 52-week period ended December 10, 2012 (the trading day prior to the date that information about a potential transaction between the Company and Sprint was reported in the press) and for the 52-week period ended June 20, 2013. Centerview noted that the 52-week closing price low and the 52-week closing price high of the shares for the 52-week period ended December 10, 2012 (the trading day prior to the date that information about a potential transaction between the Company and

S-19

Table of Contents

Sprint was reported in the press) were $0.90 and $2.69 per share, respectively, and that the 52-week closing price low and the 52-week closing price high of the shares for the 52-week period ended June 20, 2013 were $0.90 and $4.70 per share. Centerview compared the results of this analysis to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was above the range derived from the analysis for the 52-week period ended December 10, 2012 and within the range derived from the analysis of the 52-week period ended June 20, 2013.

Analyst Price Targets Analysis

Centerview reviewed, for reference and informational purposes only, stock price targets of 7 research analysts for shares of Company Class A Common Stock reflected in certain publicly available Wall Street research analyst reports.

The stock price targets for shares of Company Class A Common Stock and the report date for each stock price target were as follows:

The stock prices targets in the table above represent one-year price targets, other than in the case of Wells Fargo, where timing of target achievement is not given.

Centerview noted that the low and high analyst stock price targets in such research analyst reports ranged from $3.00 to $4.40 (excluding the highest and lowest price targets) per share. Centerview compared the results of this analysis to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was above the range derived from this analysis.

S-20

Table of Contents

Selected Precedent Spectrum Transactions Analysis

Centerview analyzed certain information relating to selected precedent transactions involving acquisitions of spectrum blocks in the 2.5 GHz, WCS and MSS spectrum bands that Centerview, based on its experience and professional judgment and conversations with senior management and representatives of the Company, deemed comparable to the Company’s spectrum assets and the Merger for purposes of this analysis. In addition, Centerview took into account the preliminary non-binding proposal by DISH on December 6, 2012 to acquire certain spectrum assets of the Company, which proposal we refer to as the Preliminary 2012 DISH Proposal, the preliminary non-binding proposal by Verizon on April 8, 2013 to acquire certain spectrum assets of the Company, which proposal we refer to as the Preliminary 2013 Verizon Proposal, as well as the blended price paid by Sprint to purchase the shares of Class A Common Stock and Class B Common Stock held by Eagle River and certain of its affiliates. The transactions analyzed were:

Preliminary Proposals

2.5 GHz Spectrum

WCS Spectrum

MSS Spectrum

S-21

Table of Contents

While none of the transactions used in this analysis are identical or involve spectrum assets directly comparable to the Company’s spectrum assets or the Merger, the selected transactions were chosen because they involved spectrum blocks that were considered by Centerview to be most similar to the Company’s spectrum assets for purposes of Centerview’s analysis. In addition to the foregoing transactions, Centerview also reviewed certain information relating to selected precedent transactions involving acquisitions of spectrum blocks in the advanced wireless services, which we refer to as AWS, spectrum. Such transactions were not included in this analysis because Centerview, based on its experience and professional judgment and conversations with senior management and representatives of the Company, considered AWS spectrum insufficiently comparable to the Company’s spectrum assets for purposes of Centerview’s analysis due to, among other things, the fact that (i) AWS spectrum has lower frequencies which allow for better propagation characteristics and more effective penetration of foliage and buildings, (ii) AWS spectrum is subject to a different licensing scheme than spectrum in the 2.5 GHZ block, which utilizes non-standard geographic classifications and involves the management of multiple licenses and lessors, and (iii) there is generally a higher demand for AWS spectrum due to the fact that many industry participants already own significant blocks of AWS spectrum.

For each of the selected transactions, based on publicly available information, the Preliminary 2012 DISH Proposal and the Preliminary 2013 Verizon Proposal, Centerview calculated and compared the transaction value (or proposed transaction value) per MHz-POP, which is the product derived from multiplying the number of megahertz associated with a spectrum license by the population of the license’s service area.

This analysis indicated a minimum transaction value per MHz-POP of $0.176 and a maximum transaction value per MHz-POP of $0.255 (excluding the preliminary proposals). Centerview then applied this range to the Company’s 47.0 billion MHz-POPs based on the internal data and adjusted the resulting transaction values by the Company’s June 30, 2013 projected net debt balance (including the net present value of spectrum leases) as provided by the Company’s management. This analysis resulted in an illustrative implied equity value range of approximately $1.55 to $3.75 per share. Centerview compared the results of this analysis to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was within the illustrative range of implied equity values per share derived from this analysis. Centerview noted that the Merger Consideration to be paid to the holders of Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement implied a transaction value per MHz-POP of $0.299. Centerview noted that the implied transaction value per MHz-POP of $0.299 was above the range of implied transaction value per MHz-POP derived from this analysis.

Premiums Paid Analysis

Cash Transactions

Utilizing a publicly available transaction research database, Centerview identified cash only transactions for U.S.-based, publicly-traded, non-financial and non-real estate target companies with equity values ranging between $1 billion and $5 billion, announced since January 1, 2009 for which there were relevant premiums paid data, of which there were 122 transactions. Centerview analyzed the premiums paid in such transactions based on the value of the per share consideration received in the relevant transaction relative to the closing stock price of the target company 1-day, 1-week and 4-weeks prior to the announcement date of such transaction.

The following table presents the results of this analysis with respect to the selected transactions:

S-22

Table of Contents

Based on the foregoing, Centerview applied the median 1-day premium of 31% to the closing price of the shares of our Class A Common Stock on November 20, 2012 (the trading day prior to Sprint’s initial proposal to the Company with respect to the Merger) of $2.12 and the mean 1-day premium of 37% to the closing price of the shares of our Class A Common Stock on December 10, 2012 (the trading day prior to the date that information about a potential transaction between the Company and Sprint was reported in the press) of $2.40.

This analysis resulted in an illustrative implied equity value range of approximately $2.80 to $3.30 per share of our Class A Common Stock. Centerview compared the results of this analysis to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was above the illustrative range of implied equity values per share derived from this analysis.

In addition, Centerview applied the median 1-day premium of 31% to the closing price of the shares of our Class A Common Stock on October 10, 2012 (the trading day immediately prior to the date discussions between Sprint and SoftBank were first confirmed in the marketplace) of $1.30. This analysis extended the above referenced range and resulted in an illustrative implied equity value range of approximately $1.70 to $3.30 per share of our Class A Common Stock. Centerview compared the results of this analysis to the Merger Consideration in cash to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was above the illustrative range of implied equity values per share derived from this analysis.

Minority Buy-Outs

Centerview reviewed premiums paid for U.S.-based publicly-traded companies in 9 cash-only transactions with transaction equity value greater than $1.0 billion, involving majority holders’ buyout of minority holders that Centerview, based on its experience and professional judgment, deemed comparable to the Company and the Merger for purposes of this analysis. These transactions were:

Centerview analyzed the premiums paid in the above transactions based on the value of the per share consideration received in the relevant transaction relative to the closing stock price of the target company 1-day, 1-week and 4-weeks prior to the announcement date of such transaction.

S-23

Table of Contents

The following table presents the results of this analysis with respect to the selected transactions:

Based on the foregoing, Centerview applied the median 1-day premium of 30% to the closing price of the shares of our Class A Common Stock on November 20, 2012 (the trading day prior to Sprint’s initial proposal to the Company with respect to the Merger) of $2.12 and to the closing price of shares of our Class A Common Stock on December 10, 2012 (the trading day prior to the date that information about a potential transaction between the Company and Sprint was reported in the press) of $2.40.

This analysis resulted in an illustrative implied equity value range of approximately $2.75 to $3.10 per share of our Class A Common Stock. Centerview compared the results of this analysis to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was above the illustrative range of implied equity values per share derived from this analysis.

In addition, Centerview applied the median 1-day premium of 30% to the closing price of the shares on October 10, 2012 (the trading day immediately prior to the date discussions between Sprint and SoftBank were first confirmed in the marketplace) of $1.30 of our Class A Common Stock. This analysis extended the above referenced range and resulted in an illustrative implied equity value range of approximately $1.70 to $3.10 per share of our Class A Common Stock. Centerview compared the results of this analysis to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was above the illustrative range of implied equity values per share derived from this analysis.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on two sets of financial projections of the Company for the second half of fiscal year 2013 and for fiscal years 2014 through 2020 prepared by management of the Company: (1) a Single-Customer Case, which we refer to as the SCC, which assumes Sprint will remain the Company’s only major wholesale customer, and (2) a Multi-Customer Case, which we refer to as the MCC, which assumes the Company would achieve substantial non-Sprint network traffic beginning in 2014. See “—Prospective Financial Information.” The financial projections did not reflect any potential proceeds from the hypothetical divestiture of any of the Company’s excess spectrum assets.

Based on each of the SCC and the MCC, Centerview calculated the forecasted unlevered free cash flows of the Company and determined a terminal value for the Company assuming a perpetuity growth rate range of 1% to 3% based on Centerview’s experience and professional judgment, which was informed, in part, by the EBITDA multiples implied by the terminal value calculated assuming various perpetuity growth rates. Centerview then discounted to present value (utilizing a mid-year discounting convention and discounting back to July 1, 2013) the unlevered free cash flows of the Company and the terminal value, in each case using discount rates ranging from 10.0% to 17.5%, reflecting a range of Centerview’s estimates of the Company’s weighted average cost of capital based on Centerview’s review of the Company’s weighted average cost of capital implied by (i) the Company’s cost of equity derived using the capital asset pricing model and (ii) the yield on the Company’s outstanding traded debt securities. For each, Centerview reviewed values at December 10, 2012 (the trading day prior to the date that information about a potential transaction between the Company and Sprint was reported in the press), October 10, 2012 (the trading day immediately prior to the date discussions between Sprint

S-24

Table of Contents

and Softbank were first confirmed in the marketplace) and October 11, 2011 (the trading day on which the Company’s outstanding traded debt securities were traded at a price that implied the maximum yield to worst on these securities) and May 20, 2013 (the trading day prior to the rendering of Centerview’s opinion). In performing this analysis, Centerview also took into account the present value of the Company’s net operating losses based on the estimated utilization of the Company’s net operating losses per the Company’s management, discounted at a cost of equity ranging from 12% to 24%, which was based on Centerview’s estimate of the Company’s cost of equity assuming a weighted average cost of capital ranging from 10.0% to 17.5%, the Company’s after-tax cost of debt and the Company’s ratio of debt to capitalization.

This analysis resulted in an illustrative implied equity value range of approximately ($2.25) to $0.68 per share of our Class A Common Stock based on the SCC and $3.27 to $13.94 per share of our Class A Common Stock based on the MCC. Centerview compared the results of the above analysis to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement. Centerview noted that the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was within the illustrative range of implied equity values per share derived from this analysis based on the MCC and above the illustrative range of implied equity values per share derived from this analysis based on the SCC.

Centerview noted, however, that its assessment of the results of the discounted cash flow analysis was impacted by (1) with respect to the MCC, the fact that Centerview had been informed by the management of the Company that there were significant historical and continuing challenges and uncertainty in its ability to attract additional wholesale spectrum customers, and (2) the fact that based on management estimates, both the SCC and the MCC are expected to require significant amounts of capital to fully finance the corresponding business plans (approximately $3.5 billion of peak cumulative cash shortfalls for the SCC in 2017 and approximately $2.1 billion of peak cumulative cash shortfalls for the MCC in 2015), which may not be available to the Company.

Other Considerations

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Centerview believes that selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Centerview’s opinion. In arriving at its fairness determination, Centerview considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. In its analyses, Centerview considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company or transaction used in the analyses is identical to the Company or the Merger, and an evaluation of the results of the analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies and assets analyzed. The estimates contained in the analyses and the ranges of implied valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, the analyses are inherently subject to substantial uncertainty. Centerview prepared the above analyses for the purpose of providing its opinion to the Special Committee and the Audit Committee regarding whether, as of the date of the written opinion, the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Centerview or any other person assumes responsibility if future results are materially different from those forecasted.

S-25

Table of Contents

The opinion and analyses of Centerview were only one of many factors taken into consideration by the Special Committee and the Audit Committee in their respective evaluations of the Merger. Consequently, the analyses described above should not be viewed as determinative of the views of the Special Committee, the Audit Committee, the Board of Directors or the Company’s management with respect to the Merger Consideration to be paid to the holders of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement or as to whether the Special Committee, the Audit Committee or the Board of Directors would have been willing to determine that a different consideration was fair.

Centerview is a securities firm engaged directly and through affiliates in a number of investment banking, financial advisory and merchant banking activities. Centerview has not in the past two years provided investment banking or other services to the Company. Centerview has not in the past two years provided, and is not currently providing, investment banking or other services to Sprint or SoftBank. Centerview may provide investment banking or other services to the Company, Sprint or SoftBank, or their respective affiliates in the future, for which Centerview may receive compensation.

Under the terms of Centerview’s engagement letter with the Special Committee, Centerview advised the Special Committee that, to the knowledge of Centerview, its controlled affiliates and the principal members of the team working on its engagement, none of Centerview, its controlled affiliates and the principal members of the team working on its engagement had any direct material economic interests in the Company, Sprint or Softbank, other than potential economic interests in accounts over which both (i) such person has no influence or control and (ii) such person has no knowledge of the holdings of such accounts.

In choosing a financial advisor, the Special Committee members discussed whether to engage a number of potential internationally recognized financial services firms to act as financial advisor, including Centerview, based on the knowledge of the members of the Special Committee of firms with expertise in transactions similar to the Merger. The members of the Special Committee then interviewed Centerview and, after consideration and confirmation that Centerview did not have a conflict of interest, selected Centerview as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience and expertise in transactions similar to the Merger. Centerview has acted as financial advisor to the Special Committee in connection with, and has participated in certain of the negotiations leading to, the Merger. In consideration of Centerview’s services, under the terms of Centerview’s engagement letter with the Special Committee (as amended), Centerview received $1 million upon its engagement by the Special Committee and $2 million upon the public announcement of the Merger. Centerview is also entitled to receive (1) upon the consummation of the Merger, a transaction fee which is estimated as of June 21, 2013 to be approximately $19 million (less the fees described in the preceding sentence) or (2) upon the consummation of the DISH Tender Offer, a transaction fee of $15 million (less the fees described in the preceding sentence). The Special Committee was aware of this fee structure as well as the fact that Centerview would be entitled to receive a transaction fee in the event the Company entered into certain alternative transactions and an expiration fee if the engagement is terminated under certain circumstances and took such information into account in considering the Centerview opinion and in making its recommendations to the Company board. The Company has also agreed to reimburse Centerview for certain expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of its engagement.

Opinion of Financial Advisor to the Board of Directors

The following information supplements the section of the Special Factors titled “Opinion of Financial Advisor to the Board of Directors” beginning on page 62 of the proxy statement.

In connection with Clearwire’s board of directors’ analysis and consideration of potential strategic alternatives, including the Merger, on December 7, 2012, Clearwire’s board of directors retained Evercore to act as financial advisor to Clearwire’s board of directors. On June 20, 2013, at a meeting of Clearwire’s board of directors, Evercore delivered its oral opinion to Clearwire’s board of directors, which opinion was subsequently confirmed by delivery of a written opinion, dated June 20, 2013, to the effect that, as of such date and based upon

S-26

Table of Contents

and subject to assumptions made, matters considered and limitations on the scope of review undertaken by Evercore as set forth in its opinion, the Merger Consideration to be paid to the holders of shares of our Class A Common Stock (other than affiliates of the Company) pursuant to the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated June 20, 2013, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken in rendering its opinion, is attached to this proxy statement as Annex S-K. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was directed to Clearwire’s board of directors and addresses, as of the date of such opinion, only the fairness, from a financial point of view, of the Merger Consideration to be paid to holders of our Class A Common Stock (other than affiliates of the Company). The opinion does not address any other aspect of the proposed Merger and does not constitute a recommendation to Clearwire’s board of directors or to any other persons in respect of the proposed Merger, including to any Clearwire shareholder as to how any such holder should vote or act in respect of the proposed Merger. Evercore’s opinion does not address the relative merits of the proposed Merger as compared to other business or financial strategies that might be available to Clearwire, nor does it address the underlying business decision of Clearwire to engage in the proposed Merger. The summary of the Evercore opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion attached to this proxy statement as Annex S-K.

In connection with rendering its opinion, Evercore has, among other things:

S-27

Table of Contents

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. With respect to the Management Projections, Evercore assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Clearwire as to the future financial performance of Clearwire under the business assumptions reflected therein. Evercore expressed no view as to any projected financial data relating to Clearwire or the assumptions on which they are based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the proposed Merger will be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the proposed Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Clearwire or the consummation of the proposed Merger or materially reduce the benefits to the holders of the Class A Common Stock in the proposed Merger.

Evercore did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Clearwire, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of Clearwire under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and as can be evaluated on the date of the opinion. It should be understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion. Clearwire advised Evercore that as of the date of the opinion, Clearwire did not expect to generate cumulative positive cash flows during the next twelve months after the date of the Evercore opinion, that Clearwire would need to raise substantial additional capital to fund its business and meet its financial obligations beyond the next twelve months after the date of the Evercore opinion and that the ability of Clearwire to successfully fulfill its additional capital needs in a timely manner was uncertain. In arriving at its opinion, Evercore took these views into account, as well as the impact of Clearwire’s liquidity position and capital needs on the execution of Clearwire’s business plan.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, as of the date of the Evercore opinion, to the holders of the Class A Common Stock (other than affiliates of the Company), from a financial point of view, of the Merger Consideration as of the date of its opinion. Evercore did not express any view on, and its opinion did not address, the fairness of the proposed Merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Clearwire, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Clearwire, or any class of such persons, whether relative to the Merger Consideration to be paid to the holders of the Class A Common Stock (other than affiliates of the Company) or otherwise. Evercore did not express any view on, and its opinion did not address, the fairness of the transactions contemplated by the Note Purchase Agreement or the values of the constituent elements of that transaction. Evercore assumed that any modification to the structure of the transaction will not affect its analysis in any material respect. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Evercore, nor did it address the underlying business decision of Clearwire to engage in the proposed Merger.

In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the shares of Class A Common Stock or any business combination or other extraordinary transaction involving Clearwire. Evercore’s opinion did not constitute a recommendation to the board of directors or to any other persons in respect of the proposed Merger, including as

S-28

Table of Contents

to how any holder of shares of Class A Common Stock should vote or act in respect of the proposed Merger. Evercore expressed no opinion as to the price at which shares of Clearwire will trade at any time. Evercore’s opinion noted that it is not a legal, regulatory, accounting or tax expert and Evercore assumed the accuracy and completeness of assessments by Clearwire and its advisors with respect to legal, regulatory, accounting and tax matters.

Evercore’s opinion was only one of many factors considered by the board of directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the board of directors or our management with respect to the proposed Merger or the Merger Consideration to be paid to holders of Clearwire’s Class A Common Stock (other than affiliates of the Company). Consequently, the analyses as described below should not be viewed as determinative of the opinion of the Clearwire board of directors with respect to the Merger Consideration or of whether the Clearwire board of directors would have been willing to agree to different consideration.

Set forth below is a summary of the material financial analyses reviewed by Evercore with Clearwire’s board of directors on June 20, 2013 in connection with rendering the Evercore opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before June 19, 2013, the most recent trading day before delivery of the opinion, and is not necessarily indicative of current market conditions.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to understand fully the financial analyses. The tables alone do not constitute a complete description of the financial analyses. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

In conducting its analysis, Evercore used various methodologies to review the valuation of Clearwire to assess the fairness of the Merger Consideration to be paid to the holders of shares of Class A Common Stock (other than affiliates of the Company). Specifically, Evercore conducted analyses of precedent premia paid analysis, selected publicly-traded companies, selected precedent spectrum transactions, discounted cash flow, which we refer to as DCF, historical share price, and research analyst price targets. However, Evercore only relied upon the analyses of precedent premia paid analysis, selected publicly-traded companies, selected precedent spectrum transactions and DCF for purposes of its opinion.

Analysis of Precedent Premia Paid

Evercore conducted a precedent premia paid analysis by analyzing three categories of transactions since January 1, 2000. A description of each of the categories is provided below.

S-29

Table of Contents

Evercore applied these premia above to Clearwire’s closing share price one day, one week and four weeks prior to the speculation in the markets about the Sprint-SoftBank Merger on October 11, 2012 and to Clearwire’s closing share price one day, one week and four weeks prior to Sprint’s initial proposal to acquire the non-Sprint equity stake in Clearwire on November 21, 2012. The results are provided in the table below.

Based on the above table, Evercore selected the high to low range of implied share prices based on Clearwire’s closing share price prior to October 11, 2012 and on Clearwire’s closing share price prior to November 21, 2012. The table below summarizes the implied per share equity value reference ranges for Clearwire:

Evercore noted that the Merger Consideration to be paid to holders of Clearwire’s Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement exceeds the ranges of the share prices implied by Evercore’s analysis of precedent premia paid.

Analysis of Selected Publicly-Traded Companies

In order to derive an implied per share equity value reference range for Clearwire, Evercore analyzed the implied spectrum value (or $/MHz-POP) based on public market trading values of similar companies. Evercore, based on its professional judgment and experience in the wireless telecommunications industry, deemed the following two companies, which have either debt and/or equity trading in public markets, sufficiently comparable to Clearwire to serve as a useful basis for comparison:

S-30

Table of Contents

However, because of the inherent differences between the businesses, operations, spectrum portfolio, capital structure, regulatory characteristics and prospects of Clearwire and the selected comparable companies, no comparable company is exactly the same as Clearwire.

Evercore reviewed, among other things, enterprise values as a multiple of the total MHz-POPs of the selected comparable companies. For Globalstar, enterprise value was calculated as public market equity value plus debt, less cash and cash equivalents based on publicly available information. No value was attributed to the existing mobile satellite services business for the purposes of this analysis. The implied spectrum value or implied $/MHz-POP for Globalstar was computed by dividing the calculated enterprise value by Globalstar’s MHz-POPs, derived from the spectrum approved by the FCC for Ancillary Terrestrial Component purposes. For LightSquared, enterprise value was calculated based on the market value of LightSquared outstanding indebtedness including the present value of spectrum leases less cash and cash equivalents. Since LightSquared is currently in restructuring, there is no publicly-traded market value for the common equity and no value has been attributed to the common equity for the purposes of this analysis. The implied spectrum value or implied $/MHz-POP for LightSquared was computed by dividing the calculated enterprise value by LightSquared’s MHz-POPs, derived from publicly available information on LightSquared’s total spectrum portfolio. Implied $/MHz-POPs multiples for the selected comparable companies is summarized below:

Evercore then applied the range of selected calculated enterprise value to implied MHZ-POPs multiples of $0.19-$0.20/ MHz-POP derived from the selected comparable companies to the corresponding total MHz-POPs for Clearwire as furnished to Evercore by the management of Clearwire. This resulted in an implied enterprise value for Clearwire, which was then used to derive an implied price per share of Common Stock. These implied share prices were derived by subtracting management’s estimate of net debt and the present value of spectrum leases as of June 30, 2013 from enterprise value and then dividing those amounts by the number of fully diluted shares of Clearwire at that particular share price. Net debt is the sum of interest bearing debt, minus the cash balance, in each case based on management estimates.

The table below summarizes the implied per share equity value reference ranges for Clearwire:

As discussed above, because of the inherent differences between the businesses, operations, spectrum portfolio, capital structure, regulatory characteristics and prospects of Clearwire and the selected comparable companies, no comparable company is exactly the same as Clearwire.

Evercore noted that the Merger Consideration to be paid to holders of Clearwire’s Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement exceeds the range of the share prices implied by Evercore’s analysis of selected publicly-traded companies.

Analysis of Selected Precedent Spectrum Transactions

Evercore reviewed the financial terms, to the extent publicly available, of transactions since 2007 related to the sale of spectrum that Evercore deemed relevant, based on its professional experience with transactions in the wireless telecommunications industry. The set of transactions include (i) the potential sale of spectrum pursuant to the proposal delivered by DISH on December 28, 2012, which proposal we refer to as the December DISH Proposal, (ii) the potential tender offer for Clearwire’s Common Stock at a price of $3.30 per share pursuant to

S-31

Table of Contents

the December DISH Proposal, (iii) the tender offer for Clearwire’s Common Stock at a price of $4.40 per share pursuant to the DISH Tender Offer commenced on May 28, 2013 and (iv) the preliminary non-binding proposal by Verizon on April 8, 2013 to acquire certain spectrum assets of Clearwire, which proposal we refer to as the Preliminary 2013 Verizon Proposal. For each of the selected precedent transactions, Evercore, using publicly available financial and other information, determined the spectrum value or $/MHz-POP for the spectrum sold in each of these transactions. The implied spectrum value or $/MHz-POP for each of the relevant transactions is listed below:

None of these precedent transactions is identical or directly comparable to the Merger. Because the reasons for, and the circumstances surrounding, each of the selected precedent transactions analyzed were so diverse, and because of the inherent differences between the operations and the financial condition of Clearwire and the companies involved in the selected precedent transactions, Evercore believes that a comparable transaction analysis is not solely mathematical and involves complex considerations and judgments. As such, based on this analysis and Evercore’s professional judgment, Evercore applied a range of the $0.18-$0.28 /MHz-POP to the aggregate MHz-POPs of Clearwire to calculate the implied enterprise value of Clearwire. The implied equity value of Clearwire was derived by subtracting net debt and the present value of spectrum leases as of June 30, 2013 from enterprise value and then dividing those amounts by the number of fully diluted shares of Clearwire at that particular share price. Net debt is the sum of interest bearing debt, minus the cash balance, in each case based on management estimates.

The Company is expected to continue to generate negative cash flows for the 12 months after the date of the Evercore opinion. As such, in order to illustrate the impact of reduction in cash on equity value, the equity value was derived as of June 30, 2013 and also as of December 31, 2013 using the same range of $0.18-$0.28/MHz-POPs

S-32

Table of Contents

discussed in the preceding paragraph and the estimated net debt corresponding to June 30, 2013 and December 31, 2013 and the present value of spectrum leases each as based on estimates from management of Clearwire.

The table below summarizes the implied per share equity value reference ranges for Clearwire:

Evercore noted that the Merger Consideration to be paid to holders of Clearwire’s Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement exceeds the ranges of the share prices implied by Evercore’s analysis of selected precedent spectrum transactions.

Analysis of Discounted Cash Flow

As part of its analysis, and in order to estimate the implied present value of the equity value per share for Clearwire, Evercore prepared a discounted cash flow analysis for Clearwire.

A discounted cash flow analysis is a valuation methodology used to derive a valuation of an asset by calculating the present value of estimated future cash flows to be generated by the asset. Present value refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate. Evercore performed a discounted cash flow analysis for Clearwire by adding (1) the present value of Clearwire’ projected after-tax unlevered free cash flows for the second half of fiscal 2013 and for fiscal years 2014 through 2020, (2) the present value of the terminal value of Clearwire as of the end of fiscal year 2020, and (3) the present value of net operating losses of Clearwire. For each year, unlevered free cash flow was derived as follows: EBITDA plus certain non-cash adjustments less taxes less capital expenditures less changes in working capital, where changes in working capital can either be positive or negative. Terminal value refers to the present value of all future cash flows to be generated by an asset for the period after fiscal year 2020. The unlevered free cash flows, range of terminal values and net operating losses were discounted to present values as of June 30, 2013.

Evercore estimated a range of terminal values as of the end of fiscal year 2020 calculated based on perpetuity growth rates of 2.0% to 4.0%, which Evercore selected based on its professional judgment and experience in the wireless telecommunications industry. Evercore performed the discounted cash flow analysis using a range of discount rates from 10.0% to 17.5% which Evercore selected based on discount rate analysis (which took into account macro-economic assumptions and estimates of risk, cost of financial distress, Clearwire’s cost of debt, weighted average cost of capital analysis and other appropriate factors), professional judgment and experience in the wireless telecommunications industry. Evercore calculated per share equity values by first determining a range of enterprise values of Clearwire by adding the present values of the after-tax unlevered free cash flows, certain net operating losses and terminal values for each perpetuity growth rate and discount rate scenario, and then subtracting from the enterprise values the estimated net debt as of June 30, 2013 and then dividing those amounts by the number of fully diluted shares of Clearwire at that particular share price. Net debt is the sum of interest bearing debt, minus the cash balance, in each case based on management estimates at that date.

Evercore prepared discounted cash flow analyses for two sets of projections provided by the Company’s management. One set of projections was based on the assumption that Sprint will continue to be the Company’s only primary wholesale customer, or the SCC; while the other set of projections was based on the assumption that the Company will be able to source additional large wholesale customers in addition to Sprint, or the MCC. Based on management estimates, both sets of projections are expected to require significant amounts of capital to fully finance the corresponding business plans. The SCC and MCC are estimated to have peak cumulative cash

S-33

Table of Contents

shortfalls of approximately $3.5 billion and $2.1 billion in 2017 and 2015, respectively, before the time at which the Company becomes net cash flow positive. The SCC and MCC assume that any existing debt ($3.8 billion of which matures between 2015 and 2017) is refinanced at maturity at existing rates. In addition to the additional capital requirements needed to finance the SCC and MCC, management of Clearwire indicated that Clearwire has encountered historical and continuing significant challenges and uncertainty in its ability to attract additional wholesale spectrum customers.

In the SCC case, the management of Clearwire indicated that the Company may have excess spectrum capacity that may not be required to operate the business. As such, in the SCC case, in addition to the discounted cash flow analysis, Evercore also analyzed the incremental value to the equity of Clearwire from the net proceeds received from a potential sale of excess spectrum. For the purposes of this analysis, Evercore estimated $2.0 billion of net proceeds or $1.19 -$1.32 per share of incremental equity value in addition to the equity value derived from the discounted cash flow analysis.

The table below summarizes the implied per share equity value reference ranges for Clearwire:

Evercore noted that the Merger Consideration to be paid to holders of Clearwire’s Class A Common Stock (other than affiliates of the Company) pursuant to the Merger Agreement exceeds the ranges of the share prices implied by Evercore’s analysis of the DCF (SCC Case) and the DCF (SCC Case + Potential Sale of Excess Spectrum) and is within the range of the share prices implied by Evercore’s analysis of the DCF (MCC Case).

Review of Historical Share Prices

Evercore reviewed the recent stock price performance of Clearwire based on an analysis of public trading prices for the twelve months ended June 19, 2013 (the last trading day prior to Sprint’s revised proposal). During this time period, the closing price of Class A Common Stock ranged from a low of $0.90 to a high of $4.70.

S-34

Table of Contents

Review of Research Analyst Price Targets

Evercore compared recent publicly available research analyst price targets for Clearwire that were available to Evercore as of December 10, 2012, which was the day before there was speculation in the markets about the Merger, and as of June 19, 2013. Evercore examined ten such analyst targets as of December 10, 2012 set forth in the table below, and noted that the low and high per share equity value price targets for Class A Common Stock were $1.00 and $4.00, respectively. Given that the low target price of $1.00 represented a forward target price as of December 31, 2013, Evercore discounted this target price to December 31, 2012 assuming a cost of equity of 20.0% based on Evercore’s professional judgment and experience in the wireless telecommunications industry, resulting in an adjusted low per-share equity value price target of $0.83 per share. Evercore also examined eight such analyst targets as of June 19, 2013 set forth in the table below, and noted that the low and high per share equity value price targets for Class A Common Stock were $2.97 and $4.50, respectively. As such, the publicly available analyst price targets indicated a range of $0.83 to $4.50 per share of Class A Common Stock.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the proposed Merger by Clearwire’s board of directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment in the wireless telecommunications industry after considering the results of all the analyses. In addition, Evercore considered various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Evercore’s view of the value of Clearwire. No precedent spectrum sale transaction used in the above analyses as a comparison is directly comparable to a potential sale of spectrum by Clearwire. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies

S-35

Table of Contents

or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Clearwire or its advisors. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was viewed as any more significant or was or should be given any greater weight than any other analysis.

Evercore prepared these analyses for the purpose of providing an opinion to Clearwire’s board of directors as to the fairness, from a financial point of view, of the Merger Consideration to be paid to holders of shares of Class A Common Stock (other than affiliates of the Company) pursuant to the proposed Merger. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

The issuance of the Evercore opinion was approved by an opinion committee of Evercore Group L.L.C.

Under the terms of Evercore’s engagement, Clearwire agreed to pay Evercore a customary fee for its services. In consideration of Evercore’s services, under the terms of Evercore’s engagement letter with Clearwire (as amended), Evercore received $1 million upon its engagement by Clearwire and $2 million upon the public announcement of the Merger Agreement. Evercore also is entitled to receive (1) upon the consummation of the Merger, a transaction fee which is estimated as of June 21, 2013 to be approximately $19 million (less the fees described in the preceding sentence) or (2) upon the consummation of the DISH Tender Offer, a transaction fee of $15 million (less the fees described in the preceding sentence). The board of directors of Clearwire was aware of this fee structure, as well as the fact that Evercore would be entitled to receive a transaction fee in the event the Company entered into certain alternative transactions and an expiration fee if the engagement is terminated under certain circumstances, and took such information into account in considering the Evercore opinion and in approving the Merger. In addition, Clearwire has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement, and to indemnify Evercore and its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons against certain losses, claims, damages, liabilities or expense to which any such person may become subject, relating to, arising out of or in connection with Evercore’s engagement, performance of any service in connection therewith or any transaction contemplated thereby. Prior to its engagement, Evercore informed the board of directors of Clearwire that Eduardo Mestre, a Senior Managing Director of Evercore and a member of the Evercore team that would provide services to Clearwire, is a member of the Board of Directors of Comcast. The Clearwire board of directors engaged Evercore and requested Evercore’s opinion after having been so informed.

During the two year period prior to the date hereof, no material relationship existed between Evercore and its affiliates and Clearwire, Sprint or SoftBank pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. Evercore may provide financial or other services to Clearwire, Sprint or SoftBank or their respective affiliates in the future and in connection with any such services Evercore may receive compensation.

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of Clearwire, Sprint and their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

In choosing a financial advisor, the Company’s board of directors discussed whether to engage a number of potential internationally recognized financial services firms to act as financial advisor, including Evercore, based on the knowledge of the members of the Company’s board or directors of firms with expertise in the industry in

S-36

Table of Contents

which the Company operates and in transactions similar to the Merger. The members of the Company’s board of directors then interviewed Evercore and certain other firms that the board of directors determined did not have conflicts and, after consideration and determination by the board of directors that Evercore did not have a conflict of interest, selected Evercore as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in the telecommunications industry, is familiar with spectrum, had performed work for the Company in the past and has substantial expertise in transactions similar to the Merger. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Certain Effects of the Merger

The references to “$3.40” in the section of the Special Factors titled “Certain Effects of the Merger” on page 75 of the proxy statement are replaced with a reference to “$5.00.”

The following information replaces the last paragraph on page 75 of the proxy statement.

The primary benefit of the Merger to our unaffiliated stockholders (other than any stockholders who properly exercise their appraisal rights under Delaware law) will be their right to receive a cash payment of $5.00, without interest, less applicable withholding taxes, for each share of Class A Common Stock held by such stockholders as described above, representing approximately a 285% premium to the closing share price of the Company’s Class A Common Stock the day before discussions between Sprint and SoftBank were first confirmed in the marketplace on October 11, 2012, with Clearwire speculated to be a part of that transaction; and, approximately a 136% premium to the closing price the day before our receipt of Sprint’s initial $2.60 per share non-binding indication of interest on November 21, 2012.

Considerations Relating to the Merger; Certain Effects on the Company if the Merger is not Completed

The following replaces the paragraph titled “The fairness opinion delivered by Centerview will not reflect changes in circumstances between signing the Merger Agreement and the completion of the Merger” in the section of the Special Factors titled “Considerations Relating to the Merger; Certain Effects on the Company if the Merger is not Completed” on page 77 of the proxy statement.

The updated fairness opinion delivered by Centerview will not reflect changes in circumstances between the date of the updated fairness opinion and the completion of the Merger.

The Special Committee of Clearwire has obtained an updated fairness opinion dated as of June 20, 2013 from Centerview, financial advisor to the Special Committee. Changes in the operations and prospects of Sprint or Clearwire, general market and economic conditions and other factors that may be beyond the control of Sprint or Clearwire, and on which the updated fairness opinion was based, may alter the value of Clearwire or the price of Clearwire’s Class A Common Stock by the time the Merger is completed. The updated Centerview opinion does not speak as of the time the Merger will be completed or as of any date other than the date of the updated opinion. The updated Centerview opinion only addresses, as of the date of such updated opinion, the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Clearwire’s Class A Common Stock (other than affiliates of the Company). The updated opinion is attached to this proxy statement as Annex S-J. For a further discussion of the updated Centerview opinion and a summary of the material financial analyses performed in connection with rendering the updated Centerview opinion, see “Special Factors—Opinion of Financial Advisor to the Special Committee.”

S-37

Table of Contents

The following replaces the paragraph titled “The fairness opinion delivered by Evercore will not reflect changes in circumstances between signing the Merger Agreement and the completion of the Merger” in the section of the Special Factors titled “Considerations Relating to the Merger; Certain Effects on the Company if the Merger is not Completed” on page 77 of the proxy statement.

The updated fairness opinion delivered by Evercore will not reflect changes in circumstances between the date of the updated fairness opinion and the completion of the Merger.

Clearwire’s board of directors has obtained an updated fairness opinion dated as of June 20, 2013 from Evercore, Clearwire’s financial advisor. Changes in the operations and prospects of Sprint or Clearwire, general market and economic conditions and other factors that may be beyond the control of Sprint or Clearwire, and on which the updated fairness opinion was based, may alter the value of Clearwire or the price of Clearwire’s Class A Common Stock by the time the Merger is completed. The updated Evercore opinion does not speak as of the time the Merger will be completed or as of any date other than the date of the updated opinion. The updated Evercore opinion only addresses, as of the date of such updated opinion, the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Clearwire’s Class A Common Stock (other than affiliates of the Company). The updated opinion is attached to this proxy statement as Annex S-K. For a further discussion of the updated Evercore opinion and a summary of the material financial analyses performed in connection with rendering the updated Evercore opinion, see “Special Factors—Opinion of Financial Advisor to the Board of Directors.”

Interests of Certain Persons in the Merger

The following information replaces the corresponding sections under the heading “Special Factors—Interests of Certain Persons in the Merger” beginning on page 81 of the proxy statement.

Stock Options and Restricted Share Units to be Cashed Out in the Merger

The following table sets forth, the number shares of Class A Common Stock of Clearwire and the number of restricted stock units held by directors and executive officers and the cash proceeds that each of Clearwire’s directors and executive officers would receive at the closing of the Merger in respect of the cash-out of equity-based awards assuming continued service after the Merger and assuming the closing of the Merger occurs on October 15, 2013.

S-38

Table of Contents

2013 Bonus

The 2013 bonus for executive officers may, in certain cases, be more favorable to certain of executive officers than our historic annual bonus program. Clearwire has established a 2013 bonus plan with two 6-month performance periods. Clearwire has established the performance measures, targets, maximums and performance award levels in the ordinary course of business consistent with past practices for the period from January 1, 2013 through June 30, 2013. If the closing of the Merger occurs prior to June 30, 2013, then the compensation committee of Clearwire’s board of directors may determine the actual achievement of the performance measure(s) based on the most recent forecast available at that time. Clearwire (or if the closing of the Merger has occurred, Sprint) will establish the performance measures, targets, maximums and performance award levels for the period from July 1, 2013 through December 31, 2013. The Merger Agreement provides that any bonuses earned under the 2013 bonus plan will be paid in the ordinary course of business consistent with past practice in 2014, but in no event later than February 15, 2014. The aggregate amount of bonus opportunities under the 2013 bonus plan will not exceed $18 million. To the extent an employee that is a participant in the Executive Continuity Plan resigns with “Good Reason” (as defined in the Executive Continuity Plan) or is involuntarily terminated by Sprint without “Cause” (as defined in the Executive Continuity Plan) or due to such employee’s death or “Disability” (as defined in the Executive Continuity Plan) before payment of any bonuses earned, and (A) if the employee is so terminated after the completion of a performance period, such employee will be entitled to payment of his actual performance bonus for such performance period, if such 2013 performance bonus has not yet been paid, and (B) if the employee is so terminated during a performance period, such employee will be entitled to payment of a pro-rata portion of his performance bonus at target payout, based on the number of days worked in such performance period through such employee’s termination date; in the case of (A) and (B) above, such payment will be made in all events no later than the later of (x) ten (10) business days following such employee’s termination of employment, and (y) the last day of the surviving corporation’s first regular payroll cycle following such termination of employment. An employee will be entitled to a payment pursuant to (A) and (B) above, if his termination occurs both during and after a performance period and he has not received any 2013 performance bonus payment at the time of his termination.

Clearwire Golden Parachute Compensation

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation which each of the named executive officers of Clearwire may receive that is based on or that otherwise relates to the Merger, as described under “—Interests of Certain Persons in the Merger.” This

S-39

Table of Contents

compensation is referred to as “golden parachute” compensation. The “golden parachute” compensation payable to the named executive officers of Clearwire is subject to a non-binding advisory vote of Clearwire stockholders, as described under “Merger-Related Executive Compensation Arrangements.” Please note that the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. As a result, the actual amounts, if any, to be received by a named executive officer may differ from the amounts set forth below. In preparing the table, Clearwire made the following assumptions:

Golden Parachute Compensation

S-40

Table of Contents

The supplemental information in the section of the Special Factors titled “Interests of Certain Persons in the Merger” on page S-14 of the proxy statement supplement, dated June 13, 2013, is deleted.

Intent to Vote in Favor of the Merger

The following information replaces the section of the Special Factors titled “Intent to Vote in Favor of the Merger” on page S-14 of the proxy statement supplement, dated June 13, 2013. The title of the section is changed to “Intent to Vote in Favor of the Merger.”

Our directors and executive officers have informed us that, as of the date of this Proxy Statement, they intend to vote all of the shares of Common Stock owned directly by them in favor of the adoption of the Merger Agreement and in favor of each of the other proposals. As of April 2, 2013, the record date for the Special Meeting, our directors and current executive officers directly owned, in the aggregate, 7,721,583 shares of Common Stock entitled to vote at the Special Meeting, or collectively approximately 0.5% of the outstanding shares of Common Stock entitled to vote at the Special Meeting.

Financing of the Merger

The following information replaces the section of the Special Factors titled “Financing of the Merger” on page 90 of the proxy statement.

The Merger is not subject to any financing condition. We anticipate that the total funds needed to complete the Merger will be approximately $3.8 billion. Sprint has informed us that it expects to fund this amount using cash on hand. As of March 31, 2013, Sprint’s liquidity balance was $9.3 billion. If the Sprint-SoftBank Merger is consummated prior to the Merger, Sprint’s liquidity balance is expected to reflect an additional cash infusion of $1.9 billion to be contributed by SoftBank at the effective time of the Sprint-SoftBank Merger.

Litigation Relating to the Merger

The following information replaces the information under the corresponding paragraph of the section of the Special Factors titled “Litigation Relating to the Merger” on page S-15 of the proxy statement supplement dated June 13, 2013.

ACP Master, Ltd. et al, v. Sprint Nextel Corp. et al, C.A. No. 8508-CS (Del. Ch. Ct.)

On or about April 26, 2013, ACP Master, Ltd., Aurelius Capital Master Ltd., and Aurelius Opportunities Fund II, LLC, each stockholders of the Company, filed a lawsuit in Delaware Court of Chancery against the Company, its directors, Sprint, and Sprint HoldCo, which action we refer to as the ACP Action. The ACP Action alleges that the directors of the Company breached their fiduciary duties in connection with the Merger, that Sprint breached duties owed to the plaintiff stockholders by virtue of its alleged status as a controlling stockholder, and that the Company aided and abetted the alleged breaches of fiduciary duty by Sprint and the directors of the Company. The ACP Action also alleges that the Merger Consideration undervalues the Company, that Sprint is using its position as controlling stockholder to obtain Clearwire’s spectrum for itself to the detriment of the Company’s minority stockholders, and that the terms of the Merger and the Note Purchase Agreement are coercive. The ACP Action seeks a declaratory judgment that the Merger was entered into in breach of defendants’ fiduciary duties, an injunction preventing the proposed transaction between Sprint and the Company and, should the Merger be

S-41

Table of Contents

consummated, to rescind the Merger, a declaratory judgment that the Note Purchase Agreement was unfair to plaintiff, and unspecified actual and consequential damages. On May 20, 2013, the Company, Sprint and Sprint HoldCo moved to dismiss the ACP Action. The directors also moved to dismiss the ACP Action on May 30, 2013. Pursuant to a joint stipulation filed June 18, 2013, all proceedings in the ACP Action are stayed until the plaintiffs file an amended and/or supplemental complaint.

The following information supplements the information in the section of the Special Factors titled “Litigation Relating to the Merger” beginning on page 91 of the proxy statement.

Sprint Nextel Corp. et al. v. DISH Network Corp. et al, C.A. No. 8650-CS (Del. Ch. Ct.)

On or about June 17, 2013, Sprint and Sprint Holdco filed a lawsuit in the Delaware Court of Chancery against DISH and the Company. The Sprint Action alleges that the DISH Tender Offer is coercive, that various provisions of the Investor Rights Agreement and the Note Purchase Agreement to be entered into by the Company, Clearwire Communications, Clearwire Finance and Offeror, which we refer to as the DISH Note Purchase Agreement, violate the Equityholders’ Agreement, and/or Clearwire’s Charter and Delaware law, that DISH and the Company, through the Dish Tender Offer, the Investor Rights Agreement, and the DISH Note Purchase Agreement, have wrongfully converted Sprint’s rights and transferred them to DISH, and that DISH is wrongfully interfering with the Merger Agreement and Sprint’s Note Purchase Agreement with Clearwire. The Sprint Action seeks, inter alia, an order enjoining the consummation of the DISH Tender Offer, enjoining the Company from executing and delivering the Investor Rights Agreement or the DISH Note Purchase Agreement, rescinding the Investor Rights Agreement and/or the DISH Note Purchase Agreement, and declaratory judgments that the governance rights contemplated by the Investor Rights Agreement are invalid and that the DISH Tender Offer would, if consummated, result in a breach of the Company’s contractual obligations. The Sprint Action also seeks compensatory damages from DISH resulting from its alleged interference with Sprint’s Note Purchase Agreement with Clearwire, and the delay to the vote on the Merger Agreement.

On June 17, 2013 Sprint filed a motion for expedited proceedings, seeking a ruling on a motion for partial summary judgment and permanent injunction by July 2, 2013. On June 19, 2013, the Company and DISH each filed a brief opposing Sprint’s motion. On June 20, 2013, the court denied the motion to expedite, but agreed to schedule a trial on Sprint’s claims in September. Sprint has agreed, in the Amendment, not to prosecute the Sprint Action against the Company unless Sprint determines, in its good faith judgment, that there has been a breach of the Merger Agreement, the Amendment or applicable fiduciary duties.

Payment of Merger Consideration and Surrender of Stock Certificates

The following information replaces the second paragraph of the section of the Special Factors titled “Payment of Merger Consideration and Surrender of Stock Certificates” on page 94 of the proxy statement.

You should not return your stock certificates with the enclosed GREEN proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

S-42

Table of Contents

THE MERGER AGREEMENT

The following information replaces or supplements the information under the heading “The Merger Agreement” beginning on page 106 of the proxy statement.

Merger Consideration

Clearwire Common Stock

The reference to “$3.40” on page 107 of the proxy statement is replaced with a reference to “$5.00.”

Third Amendment to the Merger Agreement

The following information supplements the information under the heading “The Merger Agreement” beginning on page 106 of the proxy statement. A copy of the Amendment is attached as Annex S-A hereto, and is incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the Amendment that is important to you. Clearwire and Sprint encourage you to read carefully the Amendment, and the Amended Merger Agreement, in their entirety before making any decisions.

Merger Consideration

The Amendment increased the Merger Consideration from $3.40 per share of Clearwire’s Class A Common Stock to $5.00 per share of Clearwire’s Class A Common Stock.

Special Meeting

The Amendment provides that that the Special Meeting scheduled for June 24, 2013 will be convened and then immediately adjourned until July 8, 2013. Furthermore, if on July 8, 2013, or any subsequent date for which the Special Meeting is scheduled following any adjournment or postponement, the Company has not received proxies representing a sufficient number of shares of Class A Common Stock to adopt the Merger Agreement, the Company will, subject to compliance with applicable law, cause the Special Meeting to be postponed or adjourned to a date that is the sooner of (i) 20 business days after such meeting date and (ii) two business days prior to the Outside Date (as it may be extended), or to such other date as the parties may mutually determine. Sprint may request that such postponement or adjournment be to an earlier date, provided that if on such earlier date the Company has not received proxies representing a sufficient number of shares of Class A Common Stock to adopt the Merger Agreement, the Company will further adjourn or postpone the Special Meeting to the date that is the sooner of the dates contemplated by clause (i) or (ii) of the immediately foregoing sentence. However, notwithstanding the foregoing two sentences, in no event will the Company be obligated to (but it may) postpone or adjourn the Special Meeting (x) on more than two occasions or (y) past August 31, 2013.

Termination; Termination Fee

The Amendment provides that Sprint may terminate the Merger Agreement if a tender or exchange offer relating to the outstanding Common Stock shall have been commenced or amended after June 19, 2013 and the Company shall not have sent to its stockholders, prior to the earlier of (x) the date 10 business days after the commencement of such tender or exchange offer or (y) the day prior to the date of the Special Meeting, a statement disclosing that the Company recommends against such tender or exchange offer, provided that in the case of clause (y) above, that (A) the Company shall have had a minimum of five calendar days from the commencement of such tender or exchange offer to consider such tender or exchange offer and (B) Sprint shall have consented to the Company adjourning the Special Meeting to permit such five calendar day period to elapse.

If Sprint terminates the Merger Agreement pursuant to the prior paragraph or after an adverse company board recommendation change, the Company will be required to pay Sprint, no later than two business days following the date of such termination, a nonrefundable termination fee in cash equal to $115 million.

S-43

Table of Contents

Termination of Discussions Regarding Acquisition Proposals

Pursuant to the Amendment, immediately following the execution of the Amendment, the Company was required to immediately:

With respect to any acquisition proposal made prior to the date of the Amendment, the provisions of the Merger Agreement will thereafter apply fully to such person making the acquisition proposal as if such person had not previously made any such acquisition proposal.

Specifically, the Amendment required the Company to publicly disclose the recommendation of the board of directors, upon the recommendation of the Special Committee, that the Company’s stockholders not tender their shares of Class A Common Stock pursuant to the DISH Tender Offer, and also disclose the termination of all discussions and negotiations with DISH, Offeror and their respective affiliates with respect to the DISH Tender Offer as required pursuant to the foregoing provisions.

Annual Meeting

In the Amendment, the Company acknowledged that Sprint desires to replace its seven nominees on the Company’s board of directors promptly following any termination of the Merger Agreement. Accordingly, the Amendment gives Sprint the right to notify Clearwire, at any time after the termination of the Merger Agreement, as to any changes it desires to make to Sprint’s nominees to the board of directors, including providing information regarding any new nominees that would be required to be included in the Company’s proxy materials. As promptly as practicable, and in any event within three business days after receipt of such information from Sprint, the Company has agreed to file with the SEC proxy materials for its annual stockholders’ meeting (in form reasonably satisfactory to Sprint), which shall nominate and recommend for election to the Company’s board of directors the new Sprint nominees. In addition, Clearwire has agreed to, as soon as practicable following the date of the termination of the Merger Agreement, take all actions (including initiating a broker search within one business day of the date of the Amendment for the earliest allowed date) to cause its annual stockholders’ meeting to be called (on the shortest notice legally permissible) and held at the earliest practicable time following any termination of the Merger Agreement.

Governance Rights

The Amendment provides that the Company may not, from the date of the Amendment until the termination of the Merger Agreement by Sprint in the event the Sprint-SoftBank Merger is terminated or by the Company in the event of Sprint’s breach of the Merger Agreement, without Sprint’s consent:

S-44

Table of Contents

in each case to the extent that the actions purport or propose to grant or provide, or are conditioned on the Company granting, to DISH or its affiliates any Governance Rights.

Further, the Company may not, from the date of the Amendment until the termination of the Merger Agreement by Sprint in the event the Sprint-SoftBank Merger is terminated or by the Company in the event of Sprint’s breach of the Merger Agreement, without Sprint’s consent:

in each case to the extent the actions purport or propose to grant or provide, or are conditioned on the Company granting, to any Person any Governance Rights.

In addition, from the date of the Amendment until the termination of the Merger Agreement by Sprint in the event the Sprint-SoftBank Merger is terminated or by the Company in the event of Sprint’s breach of the Merger Agreement, without Sprint’s consent, neither the Company’s board of directors nor the Special Committee may make an adverse company board recommendation if the facts, circumstances, developments, events or occurrences on which any intended adverse company board recommendation is based are related to an acquisition proposal that purports or proposes to grant or provide, or is conditioned on the Company granting, to any person (other than Sprint or its affiliates) any Governance Rights.

Waiver of Standstill Provisions of Company Equityholders’ Agreement

The Amendment provides that if the Merger Agreement is terminated by either Sprint or the Company due to the failure of the Company’s stockholders to vote to adopt the Merger Agreement at the Special Meeting or by Sprint due to a breach of the Merger Agreement by the Company, each as provided in the Merger Agreement, effective upon such termination, the Company irrevocably releases Sprint and its affiliates from their obligations under, and waives any right to seek legal or equitable relief for Sprint taking actions pursuant to, Section 3.7 of the Equityholders’ Agreement, which, among other things, prohibits Sprint from acquiring additional Common Stock without the Company’s consent, and consents to Sprint taking such actions, such release, waiver and consent to be effective upon the receipt of any required releases, waivers and consents from the other parties to the Equityholders’ Agreement. The Company also waived any rights it may have had pursuant to Section 3.7 of the Equityholders’ Agreement in connection with the execution by Sprint of the Voting and Sale Agreements and the consummation of the transactions contemplated thereby.

Release of Claims; Litigation Standstill; Indemnification

The Amendment also provided that Sprint and its affiliates released the Company’s controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys, advisors and assigns, past, present and future, in their capacity as such, which we refer to as a Clearwire Released Person, from claims based on events occurring or existing prior to the date of the Amendment, which we refer to as Pre-Amendment Facts, arising out of or in connection with the Sprint Action. In addition, the Company released Sprint and its controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys, advisors and assigns, past, present and future, in their capacity as such, from claims based on events occurring or existing prior to the date of the Amendment and arising out of or in connection with the Sprint Action.

Sprint also agreed not to prosecute the Sprint Action against Clearwire or any Clearwire Released Person unless Sprint determines, in its good faith judgment, that there has been a breach of the Merger Agreement or the

S-45

Table of Contents

Amendment or of applicable fiduciary duties by the Company or a Clearwire Released Person after the date hereof, at which time Sprint may so prosecute and assert Pre-Amendment Facts in connection with such prosecution against the Company (but not against a Clearwire Released Person). These releases do not in any way limit Sprint’s rights or claims against DISH.

In the Amendment, Sprint also agreed to indemnify Clearwire and each Clearwire Released Person from and against losses and claims to which any such person may become subject relating to, arising out of or in connection the execution of this Amendment or its performance hereunder as a result of a claim by a party to the Equityholders’ Agreement that execution of the Voting and Sale Agreements violates Section 3.7 of the Equityholders’ Agreement.

S-46

Table of Contents

VOTING AND SALE AGREEMENTS

The following information is added to the proxy statement.

The following describes the material provisions of the Voting and Sale Agreements, which are attached as Exhibits (d)(14) through (d)(24) to Amendment No. 9 to the Schedule 13E-3, filed by Clearwire and Sprint on June 25, 2013, and which are incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the Voting and Sale Agreements that is important to you. Clearwire and Sprint encourage you to read carefully the Voting and Sale Agreements in their entirety before making any decisions.

In connection with the Amendment, on June 20, 2013, Sprint entered into four Voting and Sale Agreements with Starburst II (for limited purposes) and each of, respectively, (i) Mount Kellett Master Fund II-A, L.P., (ii) Highside Capital Management, L.P., (iii) Glenview Capital Management, LLC and (iv) C P Management, L.L.C., which we refer to, collectively, as the Voting and Sale Agreement Parties. Pursuant to each Voting and Sale Agreement, each Voting and Sale Agreement Party has agreed, at any annual, special or other meeting of the stockholders of Clearwire called for the purpose of voting on the adoption of the Merger Agreement, to vote in favor of, among other things, (i) adopting the Merger Agreement; (ii) the matters to be voted upon by Clearwire’s stockholders pursuant to the Note Purchase Agreement and (iii) any proposal to adjourn or postpone the stockholders’ meeting held to adopt the Merger Agreement.

In addition, unless the effective time of the Merger has previously occurred, upon the earlier of October 15, 2013 and the termination of the Merger Agreement pursuant to its terms, Sprint will promptly deliver a notice thereof to each Voting and Sale Agreement Party, which we refer to as the Termination Notice. Upon the earlier of October 15, 2013 and the receipt of the Termination Notice, Sprint and each Voting and Sale Agreement Party shall consummate the purchase by Sprint of all of the shares of Class A Common Stock owned by each Voting and Sale Agreement Party as of June 20, 2013 and, in Sprint’s sole discretion, all or any portion of any additional shares of Class A Common Stock then beneficially owned by each Voting and Sale Agreement Party, at a cash sale price per share equal to the greatest of (i) the Merger Consideration, (ii) the highest price per share of Class A Common Stock paid or to be paid in the Merger (or in any similar merger, consolidation or similar transaction involving Sprint or one or more of its affiliates and Clearwire that is consummated or entered into prior to October 15, 2013 or the date of delivery of a Termination Notice) and (iii) $5.00, without interest.

Each Voting and Sale Agreement will terminate upon the earliest to occur of the following: (i) the effective time of the Merger, (ii) the consummation of all of the sales of shares of Class A Common Stock contemplated by such Voting and Sale Agreement and (iii) the written agreement of Sprint and such Voting and Sale Agreement Party. Each Voting and Sale Agreement Party has agreed that it will not transfer the Shares owned by it until the termination of the respective Voting and Sale Agreement to which it is a party, subject to certain exceptions.

Pursuant to the terms of each Voting and Sale Agreement, if the sale under the Voting and Sale Agreement occurs and at any time prior to the one-year anniversary of the consummation of such sale, Sprint or any of its affiliates acquires all, but not less than all, of the outstanding shares of Common Stock not held by Sprint or any of its affiliates, whether by merger, tender offer, purchase or other similar transaction at a price per share of Common Stock in excess of the price paid in the sale under the Voting and Sale Agreement, then Sprint shall pay to each Voting and Sale Agreement Party, for each share of Common Stock purchased, the difference between the price per share of Common Stock paid in the sale under the Voting and Sale Agreement and the price per share of Common Stock paid in the subsequent transaction.

According to the Voting and Sale Agreements, the Voting and Sale Agreement Parties own, in the aggregate, 127,347,499 Shares (or approximately 9%) of Clearwire’s voting common stock.

In addition, on June 21, 2013, Sprint entered into seven additional Voting and Sale Agreements with Farallon Capital Partners, L.P. and certain of its affiliates, which we refer to as the Farallon Voting Parties. The

S-47

Table of Contents

terms of the Voting and Sale Agreements between Sprint and the Farallon Voting Parties were substantially similar to the terms of the Voting and Sale Agreements described above, except, among other things, such agreements apply only to the shares of Common Stock held by the Farallon Voting Parties as of the Record Date and do not include rights for increased consideration with respect to subsequent transactions. According to the Voting and Sale Agreements with the Farallon Voting Parties, the Farallon Voting Parties owned, as of the Record Date, in the aggregate 11,157,010 Shares (or less than 1%) of Clearwire’s voting common stock.

S-48

Table of Contents

THE SPECIAL MEETING

The following information replaces or supplements the information under the heading “The Special Meeting” beginning on page 136 of the proxy statement.

Time, Place and Purpose of the Special Meeting

The following information replaces the first paragraph of the section of the Special Meeting titled “Time, Place and Purpose of the Special Meeting” on page 136 of the proxy statement.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the board of directors for use at the Special Meeting to be reconvened on July 8, 2013, starting at 10:30 a.m., Pacific Daylight Time, at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Wash., 98007, unless further adjourned by the Company. Pursuant to Clearwire’s bylaws, the Chairman of the Special Meeting is granted discretionary authority to adjourn the Special Meeting. At the Special Meeting, holders of our Common Stock will be asked to approve the Merger Agreement Proposal, to approve the Charter Amendment Proposal, to approve the NASDAQ Authorization Proposal, to approve the Adjournment Proposal, and to approve the Golden Parachute Proposal.

Vote Required

The following information replaces the sixth paragraph of the section of the Special Meeting titled “Vote Required” on page 138 of the proxy statement.

Our directors and executive officers have informed us that, as of the date of this Proxy Statement, they intend to vote all of the shares of Common Stock owned directly by them in favor of the adoption of the Merger Agreement and in favor of the approval of each of the other proposals. As of April 2, 2013, the record date for the Special Meeting, our directors and current executive officers directly owned, in the aggregate, 7,721,583 shares of Common Stock entitled to vote at the Special Meeting, or collectively approximately 0.5% of the outstanding shares of Common Stock entitled to vote at the Special Meeting.

The following information replaces the tenth paragraph of the section of the Special Meeting titled “Vote Required” on page 139 of the proxy statement.

If your shares of Common Stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company LLC, you are considered, with respect to those shares of Common Stock, the stockholder of record. This proxy statement and GREEN proxy card have been sent directly to you by the Company.

The following information replaces the fifteenth through twentieth paragraphs of the section of the Special Meeting titled “Vote Required” on page 139-140 of the proxy statement.

The control number located on your GREEN proxy card is designed to verify your identity and allow you to submit a proxy for your shares of our Common Stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a GREEN proxy card, your GREEN proxy card must be filed with our Corporate Secretary by the time the Special Meeting begins. Please do not send in your stock certificates with your proxy card. When the Merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the Merger Consideration in exchange for your stock certificates.

S-49

Table of Contents

If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named on the enclosed GREEN proxy card, and each of them, with full power of substitution will vote your shares of Common Stock in the way that you indicate. When completing the Internet or telephone proxy processes or the GREEN proxy card, you may specify whether your shares of our Common Stock should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your GREEN proxy card but do not mark the boxes indicating how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal, “FOR” the NASDAQ Authorization Proposal, “FOR” the Adjournment Proposal and “FOR” the Golden Parachute Proposal.

If you have any questions or need assistance voting your shares of our Common Stock, please call MacKenzie, our proxy solicitor, toll-free at (800) 322-2885, or collect at (212) 929-5500.

IT IS IMPORTANT THAT YOU SUBMIT A PROXY FOR YOUR SHARES OF COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED GREEN PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY OVER THE INTERNET OR BY TELEPHONE. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON.

Proxies and Revocation

The following information replaces the section of the Special Meeting titled “Proxies and Recommendation” on page 140 of the proxy statement.

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy over the Internet, by telephone or by returning the enclosed GREEN proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the Special Meeting. If your shares of our Common Stock are held in street name by your bank, broker or other nominee, you should instruct your bank, broker or other nominee, on how to vote your shares of our Common Stock using the instructions provided by your bank, broker or other nominee. If you fail to submit a proxy or to vote in person at the Special Meeting, or you do not provide your bank, broker or other nominee, with instructions, as applicable, your shares of our Common Stock will not be voted at the Special Meeting, which will have the same effect as a vote cast against the Merger Agreement Proposal the Charter Amendment Proposal and the NASDAQ Proposal, and will not have any effect on the Adjournment Proposal and the Golden Parachute Proposal.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by submitting another proxy, including a GREEN proxy card, at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary, which must be filed with our Corporate Secretary before the Special Meeting begins, or by attending the Special Meeting and voting in person. If your shares of our Common Stock are held in street name by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on revoking your proxy.

Only your last submitted proxy card will be considered. Please cast your vote “FOR” each of the proposals, following the instructions in your GREEN proxy card, as promptly as possible. Your submission of your vote via the instructions in your GREEN proxy card is sufficient to revoke any proxy card that you previously submitted.

S-50

Table of Contents

Anticipated Date Completion of the Merger

The following information replaces the first sentence of the first paragraph of the section of the Special Meeting titled “Anticipated Date Completion of the Merger” on page 141 of the proxy statement.

We are using our reasonable best efforts to complete the Merger as promptly as practicable. Assuming timely satisfaction of necessary closing conditions, we anticipate that the Merger will be completed by mid-2013. If our stockholders vote to approve the Merger Agreement Proposal, the Merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the Merger.

Questions and Additional Information

The following information replaces the section of the Special Meeting titled “Questions and Additional Information” on page 141 of the proxy statement.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed GREEN proxy card or voting instructions, please call MacKenzie, our proxy solicitor, toll-free at (800) 322-2885, or collect at (212) 929-5500.

S-51

Table of Contents

THE MERGER (THE MERGER AGREEMENT PROPOSAL—PROPOSAL 1)

Vote Required and Board Recommendation

The following information replaces the last sentence in the section of The Merger (The Merger Agreement Proposal—Proposal 1) titled “Vote Required and Board Recommendation” on page 142 of the proxy statement.

The board of directors recommends that you vote “FOR” the Merger Agreement Proposal.

S-52

Table of Contents

AMENDMENT OF THE CERTIFICATE OF INCORPORATION (THE CHARTER AMENDMENT PROPOSAL—PROPOSALS 2A AND 2B)

Vote Required and Board Recommendation

The following information replaces the last sentence in the section of The Merger (Amendment of the Certificate of Incorporation (The Charter Amendment Proposal—Proposals 2A and 2B) titled “Vote Required and Board Recommendation” on page 143 of the proxy statement.

The board of directors recommends that you vote “FOR” the Charter Amendment Proposal.

S-53

Table of Contents

ISSUANCE OF ADDITIONAL SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULES (THE NASDAQ AUTHORIZATION PROPOSAL—PROPOSALS 3A AND 3B)

Vote Required and Board Recommendation

The following information replaces the last sentence in the section of Issuance of Additional Shares of Class A Common Stock and Class B Common Stock, In Accordance with NASDAQ Listing Rules (The NASDAQ Authorization Proposal—Proposals 3A and 3B) titled “Vote Required and Board Recommendation” on page 145 of the proxy statement.

The board of directors recommends that you vote “FOR” the NASDAQ Authorization Proposal.

S-54

Table of Contents

ADJOURNMENT OF THE SPECIAL MEETING (THE ADJOURNMENT PROPOSAL—PROPOSAL 4)

Vote Required and Board Recommendation

The following information replaces the last sentence in the section of Adjournment of the Special Meeting (The Adjournment Proposal—Proposal 4) titled “Vote Required and Board Recommendation” on page 146 of the proxy statement.

The board of directors recommends that you vote “FOR” the Adjournment Proposal.

S-55

Table of Contents

MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE GOLDEN PARACHUTE PROPOSAL—PROPOSAL 5)

Vote Required and Board Recommendation

The following information replaces the last sentence in the section of Merger-Related Executive Compensation Arrangements (The Golden Parachute Proposal—Proposal 5) titled “Vote Required and Board Recommendation” on page 147 of the proxy statement.

The board of directors recommends that you vote “FOR” the Golden Parachute Proposal.

S-56

Table of Contents

OTHER IMPORTANT INFORMATION REGARDING CLEARWIRE

The following information replaces or supplements the information under the heading “Other Important Information Regarding Clearwire” beginning on page 148 of the proxy statement.

Market Price of Common Stock and Dividends

The following information replaces the section of Other Important Information Regarding Clearwire titled “Market Price Data of Common Stock and Dividend” beginning on page 154 of the proxy statement.

Our Class A Common Stock is listed for trading on NASDAQ under the symbol “CLWR.” We have not declared or paid any cash dividends on our Class A Common Stock. The Merger Agreement does not permit us to pay any additional dividends on our Class A Common Stock without the prior written consent of Sprint. The table below shows, for the periods indicated, the price range of our Class A Common Stock, as reported by NASDAQ.

The closing price of our Class A Common Stock on the NASDAQ on December 14, 2012, the last trading day prior to the public announcement of the execution of the Merger Agreement, was $3.37 per share. The closing price of our Class A Common Stock on the NASDAQ on December 10, 2012, the trading day prior to the date that information about a potential transaction between the Company and Sprint was reported in the press, was $2.40 per share. The closing price of our Class A Common Stock on the NASDAQ on November 20, 2012, the trading day prior to Sprint’s initial proposal to the Company with respect to the Merger, was $2.12 per share. The closing price of our Class A Common Stock on the NASDAQ on October 10, 2012, the trading day immediately prior to the date discussions between Sprint and SoftBank were first confirmed in the marketplace, with the Company speculated to be part of that transaction, was $1.30 per share.

The closing price of our Class A Common Stock on the NASDAQ on June 19, 2012, the trading day immediately prior to announcement of the Amendment, was $4.70 per share. On June 21, 2013, the most recent practicable date before the proxy statement supplement was mailed to our stockholders, the closing price for our Class A Common Stock on NASDAQ was $5.08 per share. You are encouraged to obtain current market quotations for our Class A Common Stock in connection with voting your shares of Class A Common Stock.

If the Merger is completed, there will be no further market for shares of our Class A Common Stock and our Class A Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act.

S-57

Table of Contents

Certain Purchases and Sales of Company Common Stock

The following information replaces the table on page 159 of the proxy statement in the section of Other Important Information Regarding Clearwire titled “Certain purchases and Sales of Company Common Stock.”

The following table sets forth information regarding purchases and sales of Class A Common Stock by the Company’s executive officers and directors within the 60 days prior to the date of this proxy statement supplement, showing the date of such transaction, the number of shares of Class A Common Stock sold and the price received for those shares. Unless otherwise indicated, each of the sales set out below represent the automatic sale of Class A Common Stock to satisfy tax withholding obligations.