What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-06-14 compared with 2022-05-26 · 180 added, 173 removed, 239 unchanged (60% of the section changed)

Anterix Inc (“Anterix,” “we,” “our,” or the “Company”) is a wireless communications company focused on commercializing our spectrum assets to enable our targeted utility and critical infrastructure customers to deploy private broadband networks, technologies and solutions.

We are the largest holder of licensed spectrum in the 900 MHz band (896 - 901 / 935 - 940 MHz) with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico.

On May 13, 2020, the FCC made a historic approval of the Report and Order to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions.

On May 13, 2020, the FCC approved the Report and Order to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions.

The Report and Order was published in the Federal Register on July 16, 2020 and became effective on August 17, 2020.

We are now engaged in qualifying for and securing broadband licenses from the FCC.

At the same time, we are actively pursuing opportunities to lease the broadband spectrum we secure to our targeted utility and critical infrastructure customers.

At the same time, we are pursuing opportunities to monetize the broadband spectrum we secure to our targeted utility and critical infrastructure customers.

Our Spectrum Assets

Our spectrum is our most valuable asset.

We own licenses nationwide, including on average, approximately 66% of the 399 channels in the 900 MHz band in the top 20 metropolitan market areas in the United States, which cover approximately 38% of the U.S.

We acquired the majority of our 900 MHz spectrum and certain related equipment from Sprint in September 2014 for $100 million, which we paid in the form of $90 million in cash and $10 million in shares of our common stock.

Our spectrum is our most valuable owned asset.

We hold licenses nationwide, including approximately 50% of the 900 MHz band in the United States.

However, where spectrum is the highest priced, top 20 metropolitan market areas in the United States which cover approximately 38% of the U.S.

population, we hold on average more than 6 MHz worth of spectrum.

We acquired the majority of our 900 MHz spectrum and certain related equipment from Sprint in September 2014.

In the 900 MHz band, the FCC historically allocated approximately 10 MHz of spectrum, sub-divided into 40 10-channel blocks (for a total of 399 contiguous channels) alternating between blocks designated for the operation of Specialized Mobile Radio (“SMR”) commercial systems and blocks designated for B/ILT, with the FCC’s rules also enabling B/ILT licenses to be converted to SMR use.

Subsequently, the FCC conducted overlay auctions on the SMR designated blocks that awarded geographic-based licenses on a Major Trading Area (“MTA”) basis while affording operational protection to incumbent, site-based licensees in those areas.

Subsequently, the FCC conducted overlay auctions on the SMR designated blocks that awarded geographic-based licenses on an MTA basis while affording operational protection to incumbent, site-based licensees in those areas.

Certain MTA licenses were not purchased at auction or have been returned to the FCC.

In addition, the FCC never auctioned the 20 blocks of B/ILT spectrum in some parts of the United States, therefore no users acquired site-based licenses utilizing this spectrum.

As a result, the FCC is currently holding limited 900 MHz narrowband spectrum in its inventory in most counties throughout the United States.

As a result, the FCC is currently holding over 20% of 900 MHz narrowband spectrum in its inventory in most counties throughout the United States.

Broadband licenses

During the year ended March 31, 2022, we applied for, and were granted by the FCC, broadband licenses for 21 counties.

As a result, we relinquished to the FCC our narrowband licenses and made the necessary Anti-Windfall payments for the same 21 counties as required by the Report and Order.

As of March 31, 2023 and 2022, we were granted by the FCC broadband licenses for 105 and 21 counties, respectively.

As a result, we relinquished to the FCC our narrowband licenses and made the necessary Anti-Windfall Payments for the same 105 and 21 counties, respectively, as required by the Report and Order.

Our Business Strategy

Our mission is to deliver transformative broadband to enable the modernization of utilities and other critical infrastructure sectors through the power of private wireless connectivity on 900 MHz spectrum.

Our mission is to provide transformative broadband solutions for critical infrastructure industries and enterprises including private wireless connectivity on 900 MHz spectrum and next-generation communications platforms.

We support digital transformations, infrastructure modernization, and cybersecurity strategies that will establish the new standard for performance and safety.

Leveraging Anterix solutions, critical infrastructure customers can tackle their most impactful opportunities, unlocking applications from analytics to automation to edge monitoring and artificial intelligence.

Together with Anterix, customers can build solutions that will scale and evolve with business needs.

To that end, we are pursuing a two-pronged strategy focused on:

1) converting our nationwide narrowband 900 MHz spectrum position into valuable broadband spectrum;

and 2) adoption of our principal commercial business offering, the long-term leasing of our broadband spectrum by utility and critical infrastructure enterprises nationwide.

and 2) offering long-term leasing of broadband spectrum or other creative solutions in complex system areas to monetize spectrum and platform services and solutions to utility and critical infrastructure enterprises nationwide.

Converting our Nationwide Narrowband 900 MHz Spectrum Position to Broadband

Converting our spectrum from narrowband to broadband licenses nationwide is a foundational component of our two-pronged strategy as it provides the platform for growing our business.

To achieve this conversion, we are focused on intentionally clearing incumbents out of the broadband license segment and obtaining broadband licenses in those counties in which we have customer contracts, where we believe we have near-term commercial prospects, or we may be strategically advantageous to achieve optimum costs for broadband licenses over time.

Converting our spectrum from narrowband to broadband licenses nationwide is a foundational component of our two-pronged strategy as it provides the underpinning for achieving our business strategy.

To achieve this conversion, we are focused on intentionally clearing incumbents out of the broadband license segment and obtaining broadband licenses in those counties (i) in which we have customer contracts, (ii) where we believe we have near-term commercial prospects, or (iii) may be strategically advantageous to achieve optimum costs for broadband licenses over time.

Secure Broadband Licenses

1 unchanged sentence

As a result of this decision and our extensive accumulated spectrum holdings, Anterix—and only Anterix—is an essential party in every one of the nation’s 3,233 counties.

And while we intend to continue to prioritize our spectrum transactions in areas where we have customer opportunities, we also plan to pursue spectrum transactions opportunistically to recognize a positive return on our investments in spectrum clearing costs.

And while we intend to continue to

prioritize our spectrum transactions in areas where we have customer opportunities, we also plan to pursue spectrum transactions opportunistically to recognize a positive return on our investments in spectrum clearing costs.

We have been proactive in this effort and to date have completed, and intend to continue to pursue, spectrum transactions to support our efforts to satisfy the broadband license eligibility requirements.

Clear Covered Incumbents

In anticipation of the efforts required to secure broadband licenses, we have been proactive in our clearing efforts in preparation for the broadband licensing process.

Our dedicated clearing teams are focused on negotiating agreements to move Covered Incumbents from the recently allocated broadband segment of the 900 MHz spectrum band to the segments allocated for continued narrowband operations within the 900 MHz band or out of 900 MHz band entirely.

Our team has established contact with nearly all of the Covered Incumbents throughout the country.

We have been proactive in our clearing efforts in preparation for the broadband licensing process.

Our dedicated clearing teams are focused on negotiating agreements to move Covered Incumbents from the broadband segment of the 900 MHz spectrum band to the segments allocated for continued narrowband operations within the 900 MHz band or out of 900 MHz band entirely.

Our team has worked with Covered Incumbents and negotiated and contracted approximately two-thirds of the transactions required to clear the licensed broadband segment channels.

Deploying our Commercial Business Offering

With the Report and Order issued, paving the way for the deployment of broadband in the 900 MHz band, the second key prong of our strategy is establishing our commercial positioning and accelerating adoption of our principal commercial business offering.

We are implementing this strategy through targeted outreach and education by our sales and marketing organization, by participating in the Utilities Broadband Alliance (“UBBA”) and attracting vendors to the Anterix Active Ecosystem Program (“AAEP”).

UBBA membership includes twelve electric utilities among its nearly sixty members.

AAEP currently has 80 leading technology companies that will provide deployment and application solutions for private broadband among our Nation’s electric grid innovators.

We recently launched the AAEP to foster, strengthen, and expand the landscape of 900 MHz devices, services and solutions.

Participation from the broad range of technology innovators will bring extensive value to utilities and other critical infrastructure providers who deploy private LTE (“PLTE”).

The primary intent of our business is to lease the broadband licenses we secure to customers for long term leases (generally 20 years or longer), and additional long-term renewal options.

Based upon our analysis and discussions with potential customers to date, we are seeing strong initial demand.

We are implementing this strategy through targeted outreach and education by our sales, marketing, business development, commercial sales operations and industry government affairs organizations, by participating in the Utilities Broadband Alliance (“UBBA”) along with other industry associations, and by attracting vendors to the Anterix Active Ecosystem Program (“AAEP”).

UBBA membership currently includes 30 electric utilities among its nearly 100 members.

The AAEP includes participation of over 100 leading technology companies that provide deployment and application solutions for private broadband targeting our Nation’s electric grid innovators.

We launched the AAEP to foster, strengthen, and expand the landscape of 900 MHz devices, services and solutions.

Participation from the broad range of technology innovators will bring extensive value to utilities and other critical infrastructure providers who deploy PLTE.

The primary intent of our business is to lease the broadband licenses we secure to customers for long term-leases (generally 20 years or longer) containing additional long-term renewal options.

Based upon our analysis and discussions with current and potential customers to date, we are seeing strong and growing indications of demonstrated intent for PLTE networks using 900 MHz spectrum.

To fulfill our business offering, we will be responsible for the costs of securing the broadband licenses from the FCC, including the costs of clearing and acquiring sufficient spectrum to meet the broadband requirements.

By contrast, we expect that most of our customers will bear the costs of deploying and operating their private broadband networks, technologies and solutions.

And, beyond our principal commercial business offering, we are also exploring opportunities to offer our prospective customers additional low-capital intensive, value-added services to support their network deployments and operations.

And, beyond our principal commercial business offering, we are also exploring additional opportunities to offer electric utility companies additional value-added services to support their network deployments and operations.

Accordingly, our approach to driving the second key prong of our strategy includes:

1) advancing our potential customers through the pipeline by assisting them with their decisions and evaluation process of private wireless networks;

2) encouraging federal and state agencies to support the investment and deployment of private LTE solutions in the 900 MHz band by utilities and critical infrastructure companies;

3) participating in demonstrations and tests with laboratories such as National Renewable Energy Lab (“NREL”) and National Institute of Standards and Technology (“NIST”);

2) encouraging federal and state agencies to support the investment and deployment of PLTE solutions in the 900 MHz band by utilities and critical infrastructure companies;

3) participating in demonstrations and tests with laboratories such as National Renewable Energy Lab (“NREL”) and National Institute of Standards and Technology (“NIST”) to validate the benefits of PLTE systems;

4) developing expanded value-added business offerings;

1 unchanged sentence

6) participating in UBBA and other relevant industry associations to promote our solution;

and 7) continually evaluating potential opportunities to expand the application of private wireless broadband networks built on 900 MHz.

and 7) continually evaluating potential opportunities to expand the application of private wireless broadband networks built on 900 MHz spectrum.

Continue to Build the Customer Pipeline

Our sales and support teams are actively working with many of the largest Investor Owned Utilities (“IOU”).

More specifically, these teams are working in coordination with representatives from our target customers, LTE infrastructure vendors, end-user device manufacturers, system integrators and other technology companies in addition to responding to Requests for Information (“RFIs”), Requests for Proposals (“RFPs”) and requests to support technology trials related to using our 900 MHz spectrum for broadband services.

To date, there have been eight experimental licenses granted to IOUs or their subsidiaries, an additional three experimental licenses to other utilities and five more experimental licenses to vendors and labs to showcase and promote 900 MHz broadband.

More specifically, these teams are working in coordination with representatives from our target customers, long-term evolution (“LTE”) infrastructure vendors, end-user device manufacturers, system integrators and other technology companies in addition to responding to Requests for Information (“RFI”), Requests for Proposals (“RFP”) and requests to support technology trials related to using our 900 MHz spectrum for broadband services.

To date, there have been nine experimental licenses granted to IOUs or their subsidiaries (including Ameren Corporation (“Ameren”), Evergy, Inc.

(“Evergy”), San Diego Gas & Electric Company, a subsidiary of Sempra Energy (“SDG&E”), and Xcel Energy Services Inc.

(“Xcel Energy”)), two experimental licenses to other utilities and six experimental licenses to vendors and labs to showcase and promote 900 MHz broadband.

Build Support with Federal and State Agencies

Our targeted critical infrastructure customers are highly regulated by both federal and state agencies.

Electrical utilities, for example, may be regulated by the Federal Energy Regulatory Commission, the Public Utilities Commissions within the states they serve and/or other state and municipal governance or regulatory bodies.

Other agencies that guide utility regulations include the Department of Energy, the Department of Homeland Security, and NIST.

We are working with each of these agencies to educate them about the security, reliability and priority access benefits that private broadband LTE networks, technologies and solutions can offer to utilities.

We are also working with a number of state agencies and commissions who regulate electrical utilities, and have a strong influence over electric utility buying decisions.

Our goal with these state agencies and commissions is to gain their support, with an eye toward allowing utilities to include the costs of leasing of our spectrum assets and deploying private broadband LTE networks, technologies and solutions into their respective rate bases.

Utility control of communications for grid modernization programs enhances their ability to provide safe, reliable, resilient and cost effective electricity for the ratepayers.

If included in rate bases, this could allow utilities to recover that investment and earn a customary rate of return on those prudent investments.

The vast majority of our targeted critical infrastructure customers are highly regulated by both federal and state agencies.

Electric utilities, for example, may be regulated by the Federal Energy Regulatory Commission, the Public Utilities Commissions within the states they serve and/or other state and municipal governance or regulatory bodies.

Other agencies that guide utility regulations include the Department of Energy, the Department of Homeland Security, and NIST, as well as regional transmission organizations and independent system operators.

We are working with each of these agencies to educate

them about the security, reliability and priority access benefits that private broadband LTE networks, technologies and solutions can offer to utilities.

We are also working with a number of state agencies and commissions who regulate electric utilities and have a strong influence over electric utility investment decisions.

Our goal with these state agencies and commissions is to ensure they have the right information and are properly educated on the immense benefits of utility-scale private wireless broadband networks for end-use customers so they can confidently approve utilities to include the costs of leasing of our spectrum assets and deploying private broadband LTE networks, technologies and solutions into their respective rate making filings.

Utility control of communications for grid modernization programs enhances their ability to provide safe, secure, reliable and resilient electricity for the ratepayers.

Broadband networks also support greater operating efficiencies, for example, as multiple narrowband networks are unified and combined into one network.

When included in rate bases, utilities are permitted to recover costs and earn a customary rate of return on these prudent investments.

Develop a Roadmap for Expanded Services

Through our day-to-day interactions with prospective utility and critical infrastructure customers, and our responses and subsequent discussions related to RFIs and RFPs, we have identified additional areas of opportunity to support our prospective customers in the implementation and operation of PLTE networks.

We are performing due diligence to determine how best to meet these customer needs, including using our internal expertise, collaborating with strategic partners and working with specific service providers.

Through our day-to-day interactions with prospective utility and critical infrastructure customers, and our responses and subsequent discussions related to RFIs and RFPs, we have identified additional areas of opportunity to support our current and prospective customers in the implementation and operation of PLTE networks.

We are performing due diligence to determine how best to meet these customer needs, including using our internal expertise, collaborating with industry partners and working with specific service providers.

Enable the Anterix Active Ecosystem with U.S.

Our spectrum assets are located in the international 3GPP global standard Band 8 channel which is a frequency duplex (“FDD”) pair assigned to the 880 - 915 / 925 - 960 MHz spectrum bands.

Our spectrum assets are located in the international 3GPP global standard Band 8 channel which is a frequency division duplex pair assigned to the 880 - 915 / 925 - 960 MHz spectrum bands.

This pairing is aligned for use with both 4G and 5G technologies and is currently being utilized with commercial LTE and 5G broadband networks globally in Asia, Europe, and other parts of the world.

Our efforts are ongoing to facilitate continued adoption of 900 MHz Band 8 radio access network (“RAN”) equipment and end-user devices in the U.S.

Our efforts are ongoing to facilitate continued adoption of 900 MHz Band 8 radio access network equipment and end-user devices in the U.S.

by working with chipmakers and module and device vendors to help ensure that customers who employ 900MHz for PLTE have timely access to 3GPP standards-compliant Band 8 devices that meet the technical operating specifications established in the FCC’s Report and Order.

1 unchanged sentence

The benefit of working with a global standard is that many existing devices, network components, and solutions are well suited for the working environment of our targeted critical infrastructure and enterprise customers.

Global standards also provide a long-term evolution path for the technology chosen by our customers.

Global standards also provide a long-term evolution path for the technology chosen by our customers including forward and backward compatibility.

Identify and Evaluate New Opportunities for Our Spectrum

2 unchanged sentences

Additionally, although we are initially focusing on the electric utility industry, we have identified other customer groups, including ports, railroads, water, oil and gas facilities, and mining operations, where we believe there is both customer demand and a good fit for the private wireless broadband networks, technologies, and solutions that our spectrum assets could support.

As proof of the potential demand for our spectrum assets, two recent FCC spectrum auctions exceeded consensus valuation estimates and brought in the first and third highest auction proceeds for the U.S.

As proof of the potential demand for and value of our spectrum assets, two recent FCC spectrum auctions exceeded consensus valuation estimates and brought in the first and third highest auction proceeds ever for the U.S.

Treasury, which we believe demonstrates the continued demand for licensed broadband spectrum.

Our Broadband Market Opportunity

We have identified utility and critical infrastructure enterprises as the primary customers for our future broadband spectrum assets.

We have currently identified utility and critical infrastructure enterprises as the primary customers for our current and future broadband spectrum assets.

We have identified the electric utility industry as our initial focused customer group.

We believe that security, priority access, latency, redundancy, private ownership, control and unique coverage requirements are just some of the reasons utility and critical infrastructure enterprises would be interested in obtaining rights to deploy the private wireless broadband networks, technologies and solutions that can be enabled through use of our spectrum.

The electric utility industry is undergoing a fundamental transformation.

3 unchanged sentences

Technological advancements have produced sensors and smart devices to enable the new two-way grid and offer operators the ability to control and run the grid efficiently, safely and reliably.

Utilities, however, need wireless communication networks, technologies and solutions that can move the large volumes of data generated by these sensors and smart devices to their control systems for decision making, analytics and responsiveness to market demand and emergencies.

The legacy communications systems utilized by many utilities cannot handle this new data load, have increasing interference and/or higher cyber threats, are inefficient and costly to maintain, and, in many cases, have associated equipment that is approaching end of life.

Wireless communication networks, technologies and solutions can help utilities move the large volumes of data generated by these sensors and smart devices to their control systems for decision making, analytics and responsiveness to

market demand and emergencies.

The legacy communications systems utilized by many utilities have increasing interference and/or higher cyber threats, are not designed to handle this new data load, are inefficient and costly to maintain, and, in many cases, have associated equipment that is approaching end of life.

Our targeted customers have historically built, maintained and operated communication networks, including private Land Mobile Radio (“LMR”) networks and supervisory control and data acquisition (“SCADA”) networks on narrowband frequencies licensed exclusively to them by the FCC.

Based on our discussions with these targeted customers, these entities commonly express their desire to retain the positive elements of their aging LMR and SCADA networks, namely private ownership, tight control and custom features (such as specialized coverage and priority access), while adding the benefits of broadband and other advanced technologies (such as solving a broader set of use cases, including high-speed data transmission, video services and economies of scale).

However, due to the general unavailability of low band spectrum (i.e., below 1 GHz),

these entities have had limited opportunities to license or acquire the spectrum required to deploy cost-effective wireless broadband or other advanced technologies on their own.

In contrast to legacy systems, the wireless broadband networks, technologies and solutions that can be deployed by utilizing our spectrum assets can address the communication demands of the modern grid, both now and in the future.

Our licensed 900 MHz spectrum offers the assurance of absolute control over access to and use of that spectrum, allowing our spectrum to be utilized to provide customers with guaranteed levels of service and the ability to prescribe and enforce purpose-built “rules of the road” for the provision of those services.

Our spectrum assets can also serve as the foundational element to allow our critical infrastructure and enterprise customers to implement LTE capabilities and evolve to 5G when there is a need.

However, due to the general unavailability of low band spectrum (i.e., below 1 GHz), these entities have had limited opportunities to license or acquire the spectrum required to deploy cost-effective wireless broadband or other advanced technologies.

In contrast to legacy systems, the wireless broadband networks, technologies and solutions that can be deployed utilizing our spectrum assets can address the communication demands of the modern grid, both now and in the future.

Our licensed 900 MHz Broadband Spectrum offers the assurance of absolute control over access to and use of that spectrum, allowing our spectrum to be utilized to provide customers with guaranteed levels of service and the ability for customers to prescribe and enforce purpose-built “rules of the road” for the provision of those services.

Our spectrum assets can also serve as the foundational element to allow customers to implement LTE capabilities and evolve to 5G when there is a need.

Recent FCC actions, including various auctions, have created significant opportunities for blocks of shared, unlicensed spectrum and/or licensed spectrum in the mid and high spectrum bands.

The FCC also decided in 2020 to allow our spectrum to be converted to broadband.

The additional shared, unlicensed spectrum and/or licensed spectrum can enable future 5G networks, technologies and solutions.

While we intend to build our existing and future business strategies around our 900 MHz licensed spectrum, the ability of our critical infrastructure and enterprise customers to combine our licensed 900 MHz spectrum with additional spectrum in one or more licensed, shared and/or unlicensed bands can provide them with an advantageous solution.

While we intend to build our existing and future business strategies around our 900 MHz licensed spectrum, the ability for our critical infrastructure and enterprise customers to combine our licensed 900 MHz spectrum with additional spectrum in one or more licensed, shared and/or unlicensed bands can provide them with an advantageous solution.

Business Development

We have invested in building our business development, sales and marketing teams, which include both external and internal resources, to help foster our evolving customer relationships in furtherance of growing and maturing our pipeline.

Since the FCC’s issuance of the Report and Order, our sales and marketing efforts have been focused on pursuing spectrum lease arrangements with our targeted utility and critical infrastructure customers.

Our business development, sales and marketing organizations have the following three key focus areas:

We have invested in building our business development, sales, marketing and other supporting teams, which include both external and internal resources, to help foster our evolving customer relationships in furtherance of growing and maturing our pipeline.

Since the FCC’s issuance of the Report and Order, our sales and marketing efforts have been focused on pursuing spectrum lease arrangements and introducing our integrated platform solutions to our targeted utility and critical infrastructure customers.

Our business development, sales and marketing organizations exercise the following three key methods to grow and mature our pipeline:

(i) direct account-based sales and marketing efforts to our targeted customers;

1 unchanged sentence

and (iii) industry trade organization collaboration.

We intend to enhance these efforts with sales and marketing partnerships with a variety of third parties, such as integrators and technology and equipment vendors, with whom we will seek active promotion of our broadband spectrum assets and support for our broadband spectrum assets with their products, technologies, solutions and services.

Additionally, our marketing team supports our sales efforts through collateral, product demonstrations, presentations and branded participation through sponsorships and speaking engagements at major trade events, associations and organizations and customer meetings, to expand our brand awareness.

These efforts are enhanced with sales and marketing partnerships with a variety of third parties, such as integrators and technology and equipment vendors, with whom we will seek active promotion of our broadband spectrum assets and support for our broadband spectrum assets with their products, technologies, solutions and services.

Additionally, our senior executives, engineering, technology, commercial sales operations and marketing teams support our sales efforts through presentations, branded participation through sponsorships and speaking engagements at major trade events, associations and organizations, customer meetings, collateral, and product demonstrations to expand our reach and brand awareness.

Long-Term Leases of 900 MHz Broadband Spectrum

2 unchanged sentences

The Ameren Agreements will enable Ameren to deploy a PLTE network in its service territories in Missouri and Illinois, covering approximately 7.5 million people.

Each Ameren Agreement is for a term of up to 40 years, consisting of an initial term of 30 years, with a 10-year renewal option for an additional payment.

Each Ameren Agreement is for an initial term of 30 years with a 10-year renewal option for an additional payment.

In August 2021, the FCC granted the first 900 MHz broadband licenses to us for several counties in Ameren’s service territory, for which the Ameren Agreements were also subsequently approved by the FCC.

The scheduled prepayments for the 30-year initial terms of the Ameren Agreements total $47.7 million, of which $0.3 million we received in February 2021, $5.4 million in September 2021 and $17.2 million in October 2021.

1 unchanged sentence

The remaining prepayments of $24.8 million, excluding potential penalties, for the 30-year initial term are due by mid-2026, per the terms of the Ameren Agreements and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses.

The Ameren Agreements are subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if we fail to perform our contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband

Spectrum in accordance with the terms of the Ameren Agreements.

We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Ameren’s service territory.

In accordance with ASC 606, the payments of prepaid fees under the Ameren Agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and will be recognized ratably as we deliver cleared 900 MHz Broadband Spectrum and the associated broadband licenses by county over the contractual term of approximately 30-years.

The following table represents the delivery milestones as defined in the Missouri and Illinois Ameren Agreements and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Expected start of revenue recognition** Term**

In accordance with ASC 606 Revenue from Contracts with Customers, the payments of prepaid fees under the Ameren Agreements will be accounted for as deferred revenue on our Consolidated Balance Sheets.

Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county, over the contractual term of approximately 30-years.

The following table represents the contractual delivery milestones under the Ameren Agreements and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Start of revenue recognition** Term**

Upfront deposit $ 0.3 Q3 FY22 30 years

Delivery of area 1 1.4 x 1.4 spectrum 1.7 Q3 FY22 3 years

Delivery of area 1 3 x 3 spectrum 21.0 Q1 FY25 27 years

Delivery of area 2 3 x 3 spectrum 1.9 Q1 FY25 27 years

Delivery of area 3 3 x 3 spectrum 22.8 Q1 FY27 25 years

Milestone 1 1.7 Q3 FY22 3 years

Milestone 2 21.0 Q1 FY25 27 years

Milestone 3 1.9 Q1 FY25 27 years

Milestone 4 22.8 Q1 FY27 25 years

* Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone, which may be delayed at Ameren’s request.

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone, which may differ from the estimates noted above.

Term is calculated based on the expected delivery date, which correlates to the period of time the revenue will be recognized for the associated milestone.

2 unchanged sentences

The Evergy service territories covered by the Evergy Agreement are in Kansas and Missouri with a population of approximately 3.9 million people.

The Evergy Agreement is for a term of up to 40 years, comprised of an initial term of 20 years with two 10-year renewal options for additional payments.

The Evergy Agreement is for an initial term of 20 years with two 10-year renewal options for additional payments.

Prepayment in full of the $30.2 million for the 20-year initial term, which was due and payable within thirty (30) days after execution of the Evergy Agreement, was received by us in October 2021.

The Evergy Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights, if Anterix fails to perform its contractual obligations, including failure to deliver the relevant cleared 900 MHz broadband spectrum, in accordance with the terms of the Evergy Agreement.

The Evergy Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if we fail to perform our contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Evergy Agreement.

We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement.

We expect to recognize revenue from the Evergy Agreement commencing in the first half of fiscal year 2023.

In accordance with ASC 606, the payments of prepaid fees under the Evergy Agreement will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and will be recognized ratably as we deliver cleared 900 MHz broadband spectrum and the associated broadband licenses by county over the contractual term of approximately 20-years.

The following table represents the delivery milestones as defined in the Evergy Agreement and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Expected start of revenue recognition** Term**

Delivery of 1.4 x 1.4 spectrum $ 0.9 Q2 FY23 1 year

Delivery of 3 x 3 spectrum 29.3 Q2 FY24 19 years

In accordance with ASC 606 Revenue from Contracts with Customers, the payments of prepaid fees under the Evergy Agreement will be accounted for as deferred revenue on our Consolidated Balance Sheets.

The following table represents the contractual delivery milestones under the Evergy Agreement and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Start of revenue recognition** Term**

Milestone 1 $ 0.9 Q2 FY23 1 year

Milestone 2 29.3 Q2 FY24 19 years

* Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone.

Term is calculated based on the expected delivery date, which correlates to the period of time the revenue will be recognized for the associated milestone.

Sale of 900 MHz Broadband Spectrum

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone which may differ from the estimates noted above.

Term is calculated based on the expected delivery date, which correlates to the period of time the revenue is expected to be recognized for the associated milestone.

Xcel Energy Agreement

In October 2022, we entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel

Energy Agreement”) including Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

The Xcel Energy Agreement also provides Xcel Energy an option to extend the agreement for two 10-year terms for additional payments.

The Xcel Energy Agreement allows Xcel Energy to deploy a PLTE network to support its grid modernization initiatives for the benefit of its approximately 3.7 million electricity customers and 2.1 million natural gas customers.

The scheduled prepayments for the 20-year initial term of the Xcel Energy Agreement total $80.0 million, of which $8.0 million was received in December 2022.

The Xcel Energy Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if we fail to perform our contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Xcel Energy Agreement.

The remaining prepayments for the 20-year initial term are due by mid-2028, per the terms of the Xcel Energy Agreement and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses.

We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories.

In accordance with ASC 606 Revenue from Contracts with Customers, the payments of prepaid fees under the Xcel Energy Agreement will be accounted for as deferred revenue on our Consolidated Balance Sheets.

The following table represents the contractual delivery milestones under the Xcel Energy Agreement and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Start of revenue recognition** Term**

Milestone 1 $ 36.5 Q2 FY24 20 years

Milestone 2 16.7 Q4 FY24 20 years

Milestone 3 10.9 Q1 FY25 19 years

Milestone 4 8.9 Q2 FY26 18 years

Milestone 5 7.0 Q2 FY29 15 years

* Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone which may differ from the estimates noted above.

Term is calculated based on the expected delivery date, which correlates to the period of time the revenue is expected to be recognized for the associated milestone.

Sales of 900 MHz Broadband Spectrum

SDG&E Agreement

3 unchanged sentences

The SDG&E Agreement includes the assignment of 6 MHz of 900 MHz Broadband Spectrum, 936.5 – 939.5 MHz paired with 897.5 – 900.5 MHz, within SDG&E’s service territory following the FCC’s issuance of the broadband licenses to us.

Delivery of the relevant 900 MHz broadband spectrum and the associated broadband licenses by county is expected to commence in fiscal year

2023 and is scheduled for completion before the end of fiscal year 2024.

We commenced delivery to SDG&E of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county in the fiscal year ended 2023 (“Fiscal 2023”) and delivery is scheduled for completion before the end of fiscal year 2024.

The total payment of $50.0 million is comprised of an initial payment of $20.0 million, received in February 2021 and the remaining $30.0 million payment, which is due through fiscal year 2024 as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.

We are working with incumbents to clear the 900 MHz broadband allocation in SDG&E’s California service territory.

The SDG&E Agreement is subject to customary provisions regarding remedies, including reduced payment amounts and/or refund of amounts paid, and termination rights, if a party fails to perform its contractual obligations.

A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHz broadband spectrum and the associated broadband licenses to SDG&E.

Our competitors include the Tier 1 carriers (Verizon, AT&T and T-Mobile), private radio operators and other public and private companies who own spectrum, supply communication networks, technologies, products and solutions to our targeted utility and critical infrastructure enterprises.

In September 2022, we delivered to SDG&E 1.4 x 1.4 cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of $0.2 million.

The SDG&E Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if Anterix fails to perform its contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the SDG&E Agreement.

A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E in full.

LCRA Agreement

In April 2023, we entered into an agreement with Lower Colorado River Authority (“LCRA”) to sell 900 MHz Broadband Spectrum covering 68 counties and more than 30 cities in LCRA’s wholesale electric, transmission, and water service area (the “LCRA Agreement”) for total payments of $30.0 million plus the contribution of select LCRA 900 MHz narrowband spectrum.

The LCRA Agreement will support LCRA’s deployment of a PLTE network which will provide a host of capabilities including grid awareness, communications and operational intelligence that will enhance resilience and spur innovation at LCRA.

The new licenses will enable LCRA to move from narrowband to next generation broadband and provide mission-critical data and voice services within LCRA and to more than 100 external customers such as electric cooperatives, schools and transit authorities across more than 73,000 square miles.

The payment of $30.0 million is due through fiscal year 2026 as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA.

The LCRA Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if Anterix fails to perform its contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the LCRA Agreement.

A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA in full.

Motorola Lease

In 2014, we entered into an agreement with Motorola (the “2014 Motorola Spectrum Agreement”) to lease a portion of our 900 MHz licenses in exchange for an upfront, fully paid lease fee of $7.5 million and a $10 million investment in our subsidiary, PDV Spectrum Holding Company, LLC (the “Subsidiary”), which we formed to hold our 900 MHz spectrum licenses.

Motorola’s investment in the Subsidiary was convertible, at the option of either party, into shares of our common stock at a price equal to $20.00 per share (the “Conversion Right”).

In May 2022, Motorola exercised its Conversion Right, and we issued Motorola 500,000 shares of our common stock (the “Shares”) in conversion of Motorola’s ownership of 500,000 Class B Units (the “Units”) in our Subsidiary.

In June 2022, we filed a Registration Statement on Form S-3 (File No.

333-265930) to register the 500,000 shares of our common stock held by Motorola for resale or other disposition by Motorola (the “Resale Registration Statement”).

The Resale Registration Statement was declared effective by the SEC on July 15, 2022.

Motorola is not entitled to any profits, dividends, or other distribution from the operations of the Subsidiary.

Under the terms of this lease agreement with Motorola, Motorola can use the leased channels to provide narrowband services to certain qualified end-users.

The end-users can only use the leased channels for their internal communication purposes.

The end-users cannot sublease the channels to any other end-users or any commercial radio system operations or carriers.

The lease agreement limits the total number of channels that Motorola can lease in any market area.

The lease agreement provides us with flexibility regarding the future use and management of our spectrum, including relocation and repurposing policies designed to facilitate any necessary realignment of frequencies that may be associated with our efforts to clear spectrum for broadband uses.

Our competitors include retail wireless network providers, such as Verizon, AT&T, T-Mobile, Dish and UScellular, private radio operators and other public and private companies who own spectrum, supply communication networks, technologies, products and solutions to our targeted utility and critical infrastructure enterprises.

Many of these competitors have a long track record of providing technologies, products and solutions to our targeted customers and have greater political and regulatory influence than we do.

4 unchanged sentences

Further, the FCC and other federal, state and local governmental authorities could adopt new regulations or take actions, including making additional spectrum available that can be utilized by our targeted customers, which could harm our ability to license our spectrum assets.

For example, the federal government created and funded the First Responder Network Authority (“FRNA”), which the federal government authorized to help accomplish, fund, and oversee the deployment of a dedicated Nationwide Public Safety Broadband Network (“NPSBN”), which is marketed as “FirstNet.” The NPSBN may provide an additional source of competition to utilizing our 900 MHz spectrum assets by our targeted utility and critical infrastructure enterprises.

For example, the federal government created and funded the First Responder Network Authority (“FRNA”), which the federal government authorized to help accomplish, fund, and oversee the deployment of a dedicated Nationwide Public Safety Broadband Network (“NPSBN”), which is marketed as “FirstNet.” The NPSBN is an additional source of competition to utilizing our 900 MHz spectrum assets by our targeted utility and critical infrastructure enterprises.

Our Historical FCC Initiatives

10 unchanged sentences

In the NPRM, the FCC set to determine (i) what mechanism and requirements should be imposed before a broadband applicant can acquire the FCC’s inventory of spectrum, including how to mitigate a windfall that might be attributed to the broadband applicant by the FCC’s action;

(ii) what mechanism should be used to enable the broadband applicant to clear sufficient

spectrum to qualify for a broadband license, including how to prevent potential holdouts;

(ii) what mechanism should be used to enable the broadband applicant to clear sufficient spectrum to qualify for a broadband license, including how to prevent potential holdouts;

(iii) what size systems being operated by incumbents should be deemed to be “Complex Systems” and exempt from any Mandatory Retuning requirements;

12 unchanged sentences

The Report and Order exempts Complex Systems from the Mandatory Retuning process, even when a broadband applicant meets the 90% Broadband Segment Test, because retuning these systems would potentially be disruptive to the operators.

MAP 1 below illustrates the current Complex Systems and our status regarding swap agreements.

MAP 1 below illustrates the nine current Complex Systems.

The Association of American Railroads

4 unchanged sentences

We cancelled these licenses in June 2020.

The Report and Order provides that the FCC will make the channels associated with these licenses available to the AAR to enable the AAR to relocate their current operations.

The Report and Order provides that the FCC will make the channels associated with these licenses available to the AAR to enable the AAR to relocate their current operations within five years.

The Report and Order also provides that the FCC will credit us for our cancelled licenses for purposes of determining our eligibility to secure broadband licenses and the calculation of any Anti-Windfall Payments.

Broadband Licensing Process

In May 2021, the Wireless Telecommunication Bureau released a Public Notice detailing the application requirements and timeline for obtaining broadband licenses.

The broadband licensing process includes an FCC Form 601, an application used for new wireless licenses, an Eligibility Certification and a Transition Plan describing the agreements the prospective broadband applicant has entered into with Covered Incumbents.

We intend to pursue and file applications based on the timing of customer opportunities, strategic initiatives and our spectrum clearing results.

Within 15 days of filing a broadband application, we will surrender our underlying licenses.

In May 2021, the FCC’s Wireless Telecommunication Bureau released a Public Notice detailing the application requirements and timeline for obtaining broadband licenses.

The broadband licensing process includes filing an application with the FCC used for new wireless licenses, completing an Eligibility Certification and developing a Transition Plan describing the agreements the prospective broadband applicant has entered into with Covered Incumbents.

We intend to pursue and file

applications based on the timing of customer opportunities, strategic initiatives and our spectrum clearing results and shortly thereafter surrender our underlying licenses.

The Anti-Windfall Payment to the U.S.

Treasury for any spectrum we require from the FCC’s inventory to reach the 240 Channel Requirement will be made as soon as possible after the FCC provides us the amount due for these channels.

Treasury for any spectrum we obtain from the FCC’s inventory to reach the 240 Channel Requirement will be made as soon as possible after the FCC provides us the amount due for these channels.

In cases where we have satisfied the 90% Broadband Segment Test but have not reached an agreement with all Covered Incumbents, the Mandatory Retuning process will commence after we receive the broadband license.

7 unchanged sentences

90% Broadband Segment Test .

The second test, the 90% Broadband Segment Test, addresses the balance between a voluntary market process to clear any “Covered Incumbent” (i.e., holders of licenses in the broadband segment) and the Mandatory Retuning process established by the FCC in the Report and Order (which applies to all Covered Incumbents, except for those Covered Incumbents operating “Complex Systems” as defined above).

This test requires the broadband applicant to hold or have agreements with Covered Incumbents for 90% of the licensed channels in the broadband segment in a particular county and within 70 miles of the county’s boundaries before the FCC will issue a broadband license and therefore commence the mandatory retuning period.

This test requires the broadband applicant to hold, have agreements with or protect Covered Incumbents equal to 90% or more of the licensed channels in the broadband segment in a particular county and within 70 miles of the county’s boundaries before the FCC will issue a broadband license and therefore commence the mandatory retuning period.

The broadband segment in the 900 MHz band has a total of 240 channels.

3 unchanged sentences

Before filing for a broadband license, the broadband applicant must satisfy the 90% Broadband Segment Test by utilizing its channel holdings and negotiating with Covered Incumbents on a purely voluntary basis for any additional channels it requires to satisfy this test.

Only after the 50% Licensed Spectrum Test and the 90% Broadband Segment Test are satisfied will the FCC issue to the broadband applicant a broadband license and commence the “Mandatory Retuning” period.

Only after the 50% Licensed Spectrum Test and the 90% Broadband Segment Test are both satisfied will the FCC issue to the broadband applicant a broadband license and commence the “Mandatory Retuning” period.

During this Mandatory Retuning period, any Covered Incumbents that remain in the broadband segment (other than Complex Systems) are required to negotiate in good faith with the broadband applicant to sell their channels or otherwise clear the broadband segment, subject to intervention by the FCC if the parties cannot reach an agreement.

12 unchanged sentences

As discussed above, to obtain a broadband license in a county, the broadband applicant must satisfy (i) the 50% Licensed Spectrum Test, (ii) the 90% Broadband Segment Test and (iii) the 240 Channel Requirement.

As the broadband applicant, we can satisfy these channel requirements by including our existing licensed channels in the 900 MHz band and by

acquiring or clearing additional channels when necessary, through (i) spectrum purchases, (ii) spectrum retuning and/or (iii) by making Anti-Windfall Payments.

As the broadband applicant, we can satisfy these channel requirements by including our existing licensed channels in the 900 MHz band and by acquiring or clearing additional channels when necessary, through (i) spectrum purchases, (ii) spectrum retuning and/or (iii) by making Anti-Windfall Payments.

Under the Report and Order, we have the option of using each of these options alone, or in any combination required, to satisfy the broadband license eligibility requirements for a particular county.

3 unchanged sentences

We may selectively acquire channels outside the 900 MHz broadband segment and use them to swap for channels within the broadband segment.

For purposes of our broadband license eligibility, any potential acquisitions we negotiate in the 900 MHz band may be included as part of our broadband application, but the acquisition does not need to be consummated at the time we submit our broadband license application.

For purposes of our broadband

license eligibility, any potential acquisitions we negotiate in the 900 MHz band may be included as part of our broadband application, but the acquisition does not need to be consummated at the time we submit our broadband license application.

Spectrum Retuning.

Retuning is the exercise of modifying, broadband segment channels held by Covered Incumbents and moving them to channels outside of the 900 MHz broadband segment established by the Report and Order.

In cases where we cannot retune, we must swap our narrowband channels outside the broadband segment for the broadband segment channels held by a Covered Incumbent.

A retune or swap adds to the number of channels we hold for computational purposes of the 90% Broadband Segment Test.

We began retuning or swapping channels with interested Covered Incumbents in 2015 in anticipation of the Report and Order.

We have continued retuning and swapping channels with Covered Incumbents since that time.

For purposes of broadband license eligibility, any potential spectrum retuning or swapping agreements we negotiate in the 900 MHz band will be included as part of our broadband application, but we are not required to complete the retune or swap before we submit our broadband license application.

Retuning is the exercise of modifying incumbents’ licenses to remove the broadband segment channels held by Covered Incumbents and swapping narrowband segments channels to facilitate a move to channels outside of the 900 MHz broadband segment established by the Report and Order.

An agreement to retune adds to the number of channels we hold for computational purposes of the 90% Broadband Segment Test.

We began retuning channels with interested Covered Incumbents in 2015 in anticipation of the Report and Order.

We have continued retuning channels with Covered Incumbents since that time.

For purposes of broadband license eligibility, any potential spectrum retuning agreements we negotiate in the 900 MHz band will be included as part of our broadband application, but the retune is not required to be completed before we submit our broadband license application.

Anti-Windfall Payment.

To obtain a 6 MHz broadband license, we must surrender 240 licensed channels in the county.

As this band has been underutilized historically, most counties in the United States do not have 240 outstanding licensed channels.

As this band has been underutilized historically, most counties in the United States do not have 240 outstanding licensed channels that can be surrendered.

To make up the difference, we may effectively pay for channels from the FCC’s spectrum inventory by making an Anti-Windfall Payment.

As noted above, the FCC will use a reference per channel price based on the average price paid in the FCC’s 600 MHz auction in each given county.

Our Historical Businesses

Prior to the Report and Order and our shift in business strategy, we generated our revenue principally from our pdvConnect and TeamConnect businesses.

pdvConnect is a mobile communication and workforce management solution that enables businesses to locate and communicate with their field workers and improve the documentation of work events and job status.

We historically marketed pdvConnect primarily through two Tier 1 carriers in the United States.

In the year ended March 31, 2016, we began offering a commercial push-to-talk (“PTT”) service, which we marketed as TeamConnect, in seven major metropolitan areas throughout the United States, including Atlanta, Baltimore/Washington, Chicago, Dallas, Houston, New York and Philadelphia.

We developed TeamConnect to address the needs of enterprises that value a tailored PTT solution addressing the management of their mobile workforce.

We primarily offered our TeamConnect service to customers indirectly through third-party sales representatives who were primarily selected from Motorola’s nationwide dealer network.

In June 2018, we announced our plan to restructure the business to align and focus our business priorities on the spectrum initiatives aimed at modernizing and realigning the 900 MHz band to increase its usability and capacity, including for the future deployment of broadband and other advanced technologies and services.

In December 2018, our Board approved the

transfer of our TeamConnect and pdvConnect businesses to help reduce our operating costs and to allow our management team and Company to focus on our FCC initiatives and future broadband opportunities.

Specifically, we entered into:

(i) a Customer Acquisition and Resale Agreement with A BEEP LLC (“A BEEP”) on January 2, 2019, (ii) a Customer Acquisition, Resale and Licensing Agreement with Goosetown Enterprises, Inc.

(“Goosetown”) on January 2, 2019 and (iii) a memorandum of understanding (“MOU”) with the principals of Goosetown on December 31, 2018.

Under the A BEEP and Goosetown agreements, we:

(i) transferred our TeamConnect customers located in the Atlanta, Chicago, Dallas, Houston and Phoenix metropolitan markets to A BEEP, (ii) transferred our TeamConnect customers located in the Baltimore/Washington DC, Philadelphia and New York metropolitan markets to Goosetown, (iii) provided A BEEP and Goosetown with access to our TeamConnect Metro and Campus Systems (the “MotoTRBO Systems”) and (iv) granted A BEEP and Goosetown the right to resell access to our MotoTRBO Systems pursuant to separate Mobile Virtual Network Operation arrangements for two years.

We also granted Goosetown a license to sell the business applications we developed for our TeamConnect service.

Under these agreements, A BEEP and Goosetown agreed to provide customer care, billing and collection services for their respective acquired customers.

We continued to provide these services through April 1, 2019, to help facilitate the transition of the acquired customers.

Additionally, we were required to maintain and pay all site lease, backhaul and utility costs required to operate the MotoTRBO Systems for two years, which ended on January 2, 2021.

As part of our efforts to clear the 900 MHz spectrum for broadband use, A BEEP and Goosetown were required to migrate the acquired customers off the MotoTRBO Systems by the end of this two year period.

In consideration for the customers and rights we transferred, A BEEP and Goosetown were required to pay us a certain portion of the recurring revenues they receive from the acquired customers ranging from 20-100% during the terms of the agreements.

Additionally, A BEEP was required to pay us a portion of recurring revenue from customers who utilize A BEEP’s push-to-talk Diga-Talk Plus application service ranging from 15-35% for the two year period.

Goosetown was required to pay us 20% of recurring revenues from the TeamConnect applications we licensed to them for the two year period.

As part of our obligations, we will continue operating the TeamConnect networks in the markets in which customers are being transferred and trunked facilities in other markets in which we hold FCC licenses.

Under the terms of the MOU, we assigned the intellectual property rights to our TeamConnect and pdvConnect applications to TeamConnect LLC (the “LLC”), an entity formed by the principals of Goosetown, in exchange for a 19.5% ownership interest in the LLC upon the April 30, 2019 execution of the LLC’s Amended and Restated Limited Liability Company Agreement.

The Goosetown principals agreed to fund the future operations of the LLC, subject to certain limitations.

The LLC assumed our software support and maintenance obligations under the A BEEP and Goosetown agreements.

The LLC also assumed customer care services related to our pdvConnect application.

On April 1, 2020, we transferred our pdvConnect customers to the LLC and the LLC agreed to pay us a certain portion of the recurring revenues from these customers.

On April 1, 2020, we entered into Amendment 2 (“Amendment 2”) to the IP Assignment, Software Support, and Development Services Agreement, dated as of January 7, 2019, as previously amended, by and between us and the LLC.

Under Amendment 2, we transferred our pdvConnect customers to the LLC except for one Tier 1 domestic carrier.

In exchange for the customer transfer, the LLC agreed to pay us a certain portion of the recurring revenues from these customers.

Motorola Lease

In 2014, we entered into an agreement with Motorola to lease a portion of our 900 MHz licenses in exchange for an upfront, fully paid lease fee of $7.5 million.

Additionally, Motorola invested $10 million in our subsidiary, PDV Spectrum Holding Company, LLC, that we formed to hold our 900 MHz spectrum licenses.

Motorola’s ownership interest in our subsidiary is convertible, at the option of either party, into shares of our common stock at a price equal to $20.00 per share.

Motorola is not entitled to any profits, dividends, or other distribution from the operations of our subsidiary.

Under the terms of this lease agreement with Motorola, Motorola can use the leased channels to provide narrowband services to certain qualified end-users.

The end-users can only use the leased channels for their internal communication purposes.

The end-users cannot sublease the channels to any other end-users or any commercial radio system operations or carriers.

The lease agreement limits the total number of channels that Motorola can lease in any market area.

Motorola cannot enter contracts with end-users after December 31, 2020, involving new leases of spectrum from us without our consent and the payment of an additional fee.

The initial lease period for any end-user cannot last more than seven years, and the lease can only be renewed for up to three years for an aggregate lease period of up to ten years.

Our Intellectual Property

We rely on a combination of patent, copyright, trademark and trade-secret laws, as well as confidentiality provisions in our contracts, to protect our intellectual property.

We have several trademarks and service marks to protect our current and

future corporate name, services offerings, goodwill and brand.

We have several trademarks and service marks to protect our current and future corporate name, services offerings, goodwill and brand.

There are currently no claims or litigation regarding these trademarks, patents, copyrights, or service marks.

28 unchanged sentences

and the transition to IP networks, among others.

Some of these requirements and pending proceedings (of which the previous examples are not an exhaustive list) pose technical and operational challenges which we, and the industry as a whole, have not yet developed clear solutions.

Some of these requirements and pending proceedings (of which the previous examples are not an exhaustive list) pose technical and operational challenges for which we, and the industry as a whole, have not yet developed clear solutions.

We are unable to predict how these pending or future FCC proceedings may affect our business, financial condition, or results of operations.

5 unchanged sentences

The siting of base stations also remains subject to some degree of control by state and local jurisdiction.

States also may impose competitively neutral requirements that, among other things, are necessary for universal service or to defray the costs of state E911 services programs, to protect the public safety and welfare and to safeguard the rights of customers.

Our future customers who deploy broadband networks will be required to comply with various federal, state and local regulations that govern the siting, lighting and construction of transmitter towers and antennas, including requirements imposed by the FCC and the Federal Aviation Administration (“FAA”).

Our current and future customers who deploy broadband networks will be required to comply with various federal, state and local regulations that govern the siting, lighting and construction of transmitter towers and antennas, including requirements imposed by the FCC and the Federal Aviation Administration (“FAA”).

Federal rules subject certain tower site locations to extensive zoning, environmental and historic preservation requirements and mandate consultation with various parties, including State and Tribal Historic Preservation Offices, which can make it more difficult and expensive to deploy facilities.

7 unchanged sentences

For example, Congress is expected to again consider cyber security legislation to increase the security and resiliency of the nation’s digital infrastructure.

Our future customers who deploy broadband networks may be required to comply with potential federal, state and local regulations that govern elements of the electric grid.

Our current and future customers who deploy broadband networks may be required to comply with potential federal, state and local regulations that govern elements of the electric grid.

Report and Order

2 unchanged sentences

We believe we have an experienced, talented, motivated and dedicated team.

We are committed to supporting the development of all of our employees and to continuing to build on our strong culture.

As of March 31, 2022, we had seventy-three full-time employees.

We are committed to supporting the development of all our employees and to continuing to build on our strong culture.

As of March 31, 2023, we had 82 full-time employees.

We engage consultants and contract workers on an as-needed basis.

5 unchanged sentences

We are focused on regular evaluation of our culture.

In 2021, we invited all employees to participate in a culture assessment by completing an anonymous survey.

In 2021, we invited all employees to participate in an initial Employee Engagement by completing an anonymous survey.

Eighty percent of our employees participated in the cultural survey providing a good basis to gauge employee sentiment.

Our management team reviewed the feedback and shared the survey results with employees at a quarterly Town Hall meeting.

Our management team reviewed the feedback and shared the

survey results with employees at a quarterly Town Hall meeting.

The survey showed that we have a highly engaged workforce that overwhelmingly views our work environment favorably.

Where our employees identified areas for improvement, we worked with various functional areas to create and implement action plans to address any issues.

Our second Employee Engagement survey is set to launch in Fall 2023.

Diversity, Equity and Inclusion

We are committed to hiring inclusively, providing training and development opportunities, fostering an inclusive culture, ensuring equitable pay for employees, and focusing on attracting and retaining diverse representation at every level within the Company.

We formed our Diversity, Equity and Inclusion Taskforce in 2020, and it has among its objectives increasing cultural awareness, creating a pipeline of diverse candidates, and diversifying our supplier base.

Additionally, in 2021, we launched our first employee resource group – Anterix Women in Excellence (“AWE”).

AWE has as its purpose connecting the women of Anterix and providing a space for support and advocacy, networking, training, leadership, and community-building opportunities for both employees and interns.

Anterix GROW was launched in February 2023.

The focus of GROW is to embed inclusion into everyday life, personally and professionally.

We are committed to fostering a culture of inclusivity by providing more actionable opportunities, and resources including days of service, employee resource groups, more lunch and learns and new inclusion tools.

Partnerships with organizations like INROADS and Talent Hue provide further avenues for recruiting diverse talent.

As of March 31, 2022, twenty-nine percent of our independent Board members identify as diverse.

Additionally, sixty percent of our new hires in Fiscal 2022 were females, up from twenty-five percent of new hires in Fiscal 2021, and as a result, thirty-eight percent of our Fiscal 2022 workforce was female versus thirty-four percent in Fiscal 2021.

In terms of racial diversity, in Fiscal 2022, twenty-nine percent of our workforce is non-white, up from twenty-seven percent in Fiscal 2021.

As of March 31, 2023, 33% of our Board members and 28% of our workforce identify as diverse.

In Fiscal 2023, 31% of our new hires were females and our overall workforce is 35% female.

Employee Growth and Development

1 unchanged sentence

This starts with the opportunity for continuous learning and the opportunity to do challenging, transformative work that helps our team build skills at all levels, including leadership opportunities, coaching, and mentoring.

In addition to mandatory training on insider trading, anti-harassment, and our Code of Business Conduct, we provide (and encourage employees to partake in) optional career development, health and wellness, and employee engagement activities and training.

In addition to mandatory training on compliance matters and policies, we provide and encourage employees to partake in optional career development, health and wellness, and employee engagement activities and training.

We conduct surveys that gauge employee sentiment in areas like career development, manager performance and inclusivity, and we are committed to taking steps to address areas needing improvement.

1 unchanged sentence

We strive to provide a safe workplace environment and have implemented policies to support the health and safety of our employees, including a work-from-home policy.

As we continue to manage our business proactively through the global coronavirus crisis, we initially transitioned our workforce to work from home and have moved to a hybrid model, except for employees needing in-person access to laboratories or other resources onsite.

Following a shift to work from home in response to the global COVID-19 pandemic crisis, we have moved to a hybrid model requiring employees to work from the office three days a week, three weeks a month.

We believe this approach balances the benefits of team development of office-based work with the personal and environmental benefits of working from home.

Employees needing in-person access to laboratories or other resources onsite are not eligible for hybrid work.

We believe that we have learned to operate successfully in this unique environment, and we remain committed to supporting our team’s new, more carbon-friendly, hybrid work program.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business