What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-06-24 compared with 2024-06-26 · 362 added, 263 removed, 767 unchanged (45% of the section changed)

3 unchanged sentences

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act.

Based upon that evaluation,

our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, were effective as of the end of the period covered by this Annual Report.

Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, were effective as of the end of the period covered by this Annual Report.

Management’s Annual Report on Internal Control over Financial Reporting

35 unchanged sentences

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a)(1) The following consolidated financial statements of the Company appear on pages F-2 through F-27 of this Annual Report and are incorporated by reference in Part II, Item 8:

(a)(1) The following consolidated financial statements of the Company appear beginning on page F-1 of this Annual Report and are incorporated by reference in Part II, Item 8:

Reports of Independent Registered Public Accounting Firms (PCAOB ID Number 248)

10 unchanged sentences

3.1.1 Certificate of Amendment No.

1 to Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K on November 5, 2015 and incorporated herein by reference (File No.

1 to Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on November 5, 2015 and incorporated herein by reference (File No.

3.1.2 Certificate of Amendment No.

2 to Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K on August 6, 2019 and incorporated herein by reference (File No.

2 to Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on August 6, 2019 and incorporated herein by reference (File No.

3.2.1 Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on June 27, 2017 and incorporated herein by reference (File No.

10 unchanged sentences

333-201156)).

10.4+ Form of Stock Option Agreement under 2010 Stock Plan (filed as Exhibit 10.4 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

10.4+ Form of Notice of Grant of Stock Option under 2010 Stock Plan (filed as Exhibit 10.4 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

10.5+ Form of Restricted Stock Bonus Agreement under 2010 Stock Plan (filed as Exhibit 10.5 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

10.5+ Form of Notice of Grant of Restricted Stock Bonus under 2010 Stock Plan (filed as Exhibit 10.5 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

17 unchanged sentences

333-201156)).

10.15† License Agreement, dated September 15, 2014, by and between Sprint/United Management Company and the Company (filed as Exhibit 10.19 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

10.15† License Agreement, dated September 15, 2014, by and between the Company and Sprint/United Management Company (filed as Exhibit 10.19 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

2 unchanged sentences

333-201156)).

10.17+ The Company’s Executive Severance Plan (composite version reflecting corporate name change and all prior amendments) (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 31, 2022 and incorporated herein by reference (File No.

10.17+# The Company’s Executive Severance Plan as amended December 5, 2024.

10.18+ The Company’s Form of Executive Severance Plan Participation Agreement (filed as Exhibit 99.2 to the Current Report on Form 8-K, filed with the SEC on March 27, 2015 and incorporated herein by reference (File No.

4 unchanged sentences

10.23+ Executive Form of Time-Based Restricted Stock Award Agreement and Grant Notice under the 2014 Stock Plan (filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, filed with the SEC on February 16, 2016 and incorporated herein by reference).

Transition Agreement between the PDV Spectrum Holding Company, LLC and Association of American Railroads, dated January 28, 2020 (filed as Exhibit 10.35 to the Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on May 28, 2020 and incorporated herein by reference (File No.

Transition Agreement between PDV Spectrum Holding Company, LLC and Association of American Railroads, dated January 28, 2020 (filed as Exhibit 10.35 to the Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on May 28, 2020 and incorporated herein by reference (File No.

10.26 Amendment 2, dated August 6, 2020, to the IP Assignment, Software Support, and Development Services Agreement, dated as of January 7, 2019, by and between the Company and TeamConnect, LLC (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 6, 2020 and incorporated herein by reference (File No.

4 unchanged sentences

10.30+ Anterix Inc.

2023 Stock Plan (filed as Exhibit B of the Registrant’s Definitive proxy statement, filed with the SEC on July 14, 2023 and incorporated herein by reference (File No.

2023 Stock Plan (filed as Exhibit B of the Definitive Proxy Statement, filed with the SEC on July 14, 2023 and incorporated herein by reference (File No.

10.31+ Transition and Separation Agreement, dated October 8, 2024, by and between the Company and Robert H.

Schwartz (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024 and incorporated herein by reference (File No.

10.32+ Offer Letter and Employment Agreement, dated October 6, 2024, by and between the Company and Scott Lang (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024 and incorporated herein by reference (File No.

10.33+ Subsequent Release, dated November 2, 2024, by and between the Company and Robert H.

Schwartz (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024 and incorporated herein by reference (File No.

10.34+ Independent Contractor Services Agreement, by and between the Company and Morgan O’Brian (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with the SEC on February 11, 2025 and incorporated herein by reference (File No.

10.35+ Offer Letter and Employment Agreement, dated January 22, 2025, by and between the Company and Thomas Kuhn (filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with the SEC on February 11, 2025 and incorporated herein by reference (File No.

19.1# Insider Trading Policy.

21.1# Subsidiaries of Registrant.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1# Executive Officer Compensation Recoupment Policy

101.INS# XBRL Instance Document

101.SCH# XBRL Taxonomy Extension Schema

101.CAL# XBRL Taxonomy Extension Calculation Linkbase

101.DEF# XBRL Taxonomy Extension Definition Linkbase

101.LAB# XBRL Taxonomy Extension Label Linkbase

101.PRE# XBRL Taxonomy Extension Presentation Linkbase

97.1+ Executive Officer Compensation Recoupment Policy (filed as Exhibit 97.1 to the Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June 26, 2024 and incorporated herein by reference (File No.

101 The following financial information from Anterix Inc.’s Annual Report on Form 10-K for the year ended March 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Stockholders Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________

6 unchanged sentences

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized in Woodland Park, State of New Jersey, on June 24, 2025.

/s/ Robert H.

President and Chief Executive Officer

(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert H.

Schwartz and Timothy A.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott A.

Lang and Timothy A.

Gray, and each of them individually, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their respective substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

1 unchanged sentence

Signature Title Date

/s/ Robert H.

Schwartz President and Chief Executive Officer (Principal Executive Officer) June 26, 2024

Lang President and Chief Executive Officer (Principal Executive Officer) June 24, 2025

/s/ Timothy A.

Gray Chief Financial Officer (Principal Financial and Accounting Officer) June 24, 2025

/s/ Morgan E.

O’Brien Executive Chairman of the Board June 26, 2024

/s/ Thomas Kuhn Vice Chairman of the Board June 26, 2024

/s/ Singleton B.

McAllister Director June 26, 2024

/s/ Thomas Kuhn Executive Chairman of the Board June 24, 2025

/s/ Leslie B.

Daniels Director June 24, 2025

/s/ Gregory A.

Haller Director June 26, 2024

/s/ Gregory Pratt Director June 26, 2024

Gregory Pratt

/s/ Mark Fleischhauer Director June 24, 2025

Mark Fleischhauer

/s/ William Heard Director June 24, 2025

William Heard

/s/ Mahvash Yazdi Director June 24, 2025

14 unchanged sentences

We have audited the accompanying consolidated balance sheets of Anterix Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of March 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

10 unchanged sentences

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

5 unchanged sentences

March 31, 2025 and 2024

(thousands, except share data)

(in thousands, except share and per share data)

March 31, 2025 March 31, 2024

1 unchanged sentence

Cash and cash equivalents $ 47,374 $ 60,578

Spectrum receivable costs 8,521 13,834

Non-trade receivable 2,926 —

Spectrum receivable 7,107 8,521

Escrow deposits 547 —

Prepaid expenses and other current assets 2,801 3,912

9 unchanged sentences

Current liabilities

Accounts payable and accrued expenses $ 8,631 $ 6,624

Accounts payable and other accrued expenses $ 9,075 $ 8,631

Accrued severance and other related charges 2,265 —

Due to related parties 30 —

27 unchanged sentences

Product development 5,735 5,697

Severance and other related charges 3,771 —

Depreciation and amortization 548 844

Operating expenses 58,835 56,657

Gain from disposal of intangible assets, net ( 35,024 ) ( 38,399 )

Gain on exchange of intangible assets, net ( 22,799 ) ( 35,024 )

Gain on sale of intangible assets, net ( 18,294 ) ( 7,364 )

20 unchanged sentences

Stock option exercises 59 — 777 — 777

Motorola Shares 500 — — — —

Shares withheld for taxes ( 39 ) — ( 1,241 ) — ( 1,241 )

15 unchanged sentences

Net loss $ ( 11,372 ) $ ( 9,128 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Adjustments to reconcile net loss to net cash (used in) provided by operating activities

Depreciation and amortization 548 844

2 unchanged sentences

Right of use assets 1,657 1,512

Gain from disposal of intangible assets, net ( 35,024 ) ( 38,399 )

Gain on exchange of intangible assets, net ( 22,799 ) ( 35,024 )

Gain on sale of intangible assets, net ( 18,294 ) ( 7,364 )

1 unchanged sentence

Changes in operating assets and liabilities

Non-trade receivable ( 2,926 ) —

Prepaid expenses and other assets 1,126 ( 1,171 )

Accounts payable and accrued expenses 1,936 101

Accounts payable and other accrued expenses 550 1,936

Accrued severance and other related charges 2,265 —

Due to related parties 30 ( 533 )

3 unchanged sentences

Other liabilities ( 406 ) —

Net cash provided by (used in) operating activities 41,993 ( 27,250 )

Net cash (used in) provided by operating activities ( 29,263 ) 41,993

CASH FLOWS FROM INVESTING ACTIVITIES

2 unchanged sentences

Purchases of equipment ( 87 ) ( 307 )

Net cash provided by (used in) investing activities 8,089 ( 27,130 )

Net cash provided by investing activities 22,753 8,089

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from stock option exercises 3,651 777

Repurchase of common stock ( 24,676 ) ( 8,223 )

Repurchases of common stock ( 8,398 ) ( 24,676 )

Payments of withholding tax on net issuance of restricted stock ( 1,843 ) ( 1,241 )

12 unchanged sentences

Nature of Operations

Anterix Inc ( the “Company”) is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid.

(the “Company”) is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid.

The Company’s vision is to deliver secure, scalable solutions enabled by private wireless broadband connectivity, for the benefit of utilities and the communities that they serve.

8 unchanged sentences

Business Developments

TECO Agreement

In November 2023, the Company entered into an agreement with Tampa Electric Company (“TECO”) to provide TECO the use of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout TECO’s service territory in West Central Florida (the “TECO Agreement”).

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

The TECO Agreement, which covers an approximately 2,000 -square-mile service territory in West Central Florida, is expected to enable TECO to deploy a PLTE network providing critical broadband communications capabilities in support of its initiatives.

The scheduled prepayments for the 20-year initial term of the TECO Agreement total $ 34.5 million, of which $ 6.9 million was received by the Company in December 2023.

See Note 3 Revenue for further discussion on the TECO Agreement.

LCRA Agreement

In April 2023, the Company 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.

Total consideration of $ 30.0 million is to be paid through fiscal year 2026 pursuant to the terms of the LCRA Agreement.

During the year ended March 31, 2024, the Company received an initial $ 15.0 million payment, of which $ 7.5 million was deposited in an escrow account (refer to Note 4 Escrow Deposits for further discussion).

See Note 13 Contingencies and Guaranty for further discussion on the LCRA Agreement.

Xcel Energy Agreement

In October 2022, the Company entered into an agreement with Xcel Energy Services Inc.

(“Xcel Energy”) providing Xcel Energy dedicated long-term usage of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement”) for a total of $ 80.0 million, of which $ 8.0 million was received by the Company in December 2022.

In July 2023 and November 2023, the Company delivered the cleared 900 MHz Broadband Spectrum and the associated broadband leases and received milestone payments of $ 21.2 million in each period.

During the year ended March 31, 2024, the Company delivered the cleared 900 MHz Broadband Spectrum and the associated broadband leases and received a milestone payment of $ 16.8 million in January 2024.

The revenue recognized for the year ended March 31, 2024, was approximately $ 1.9 million.

SDG&E Agreement

In February 2021, the Company entered into an agreement with San Diego Gas & Electric Company, a subsidiary of Sempra Energy (“SDG&E”), to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County (the “SDG&E Agreement”) for a total payment of $ 50.0 million.

The total payment of $ 50.0 million is comprised of an initial payment of $ 20.0 million received in February 2021 and the remaining payments which are due as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.

In September 2023, the Company transferred to SDG&E the San Diego County broadband license and received a milestone payment of $ 25.2 million net of delivery delay adjustments of $ 1.1 million.

In December 2023, the Company transferred to SDG&E the remainder of the cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of $ 0.2 million.

See Note 6 Intangible Assets for further discussion.

2023 Stock Plan

On August 8, 2023, the Company adopted a new equity-based compensation plan known as the Anterix Inc.

2023 Stock Plan (the “2023 Stock Plan”).

The 2023 Stock Plan permits the Company to grant equity compensation awards to employees, consultants and non-employee directors of the Company.

See Note 11 Stock Compensation for further discussion.

2023 Share Repurchase Program

On September 21, 2023, the Board of Directors (the “Board”) authorized a new share repurchase program (the “2023 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 250.0 million of the Company’s common stock on or before September 21, 2026.

See Note 11 Stock Compensation for further discussion.

LCRA Expansion Agreement

In January 2025, the Company entered into the second agreement with Lower Colorado River Authority (“LCRA”) to sell 900 MHz Broadband Spectrum licenses covering 34 additional counties in its service area, building upon the 68 counties covered by the first LCRA agreement for total estimated consideration of $ 13.5 million.

Oncor Agreement

In June 2024, the Company entered into an agreement with Oncor Electric Delivery Company LLC (“Oncor”) to sell 900 MHz Broadband covering 95 counties to deploy a private wireless broadband network in its transmission and distribution service area for total estimated consideration of $ 102.5 million (the “Oncor Agreement”).

The total payment of $ 102.5 million comprises an initial payment of $ 10.0 million received in June 2024 with remaining payments due to the Company for each county, at closing.

The timing and rights to milestone payments could vary as 900 MHz broadband licenses are granted by the Federal Communications Commission (the “FCC”), broadband licenses are assigned to Oncor and incumbents are cleared by the Company.

Oncor operates more than 143,000 circuit miles of transmission and distribution lines in Texas, delivering electricity to more than four million homes and businesses across a service territory that has an estimated population of approximately 13 million people.

See Note 15 Contingencies and Guaranty for further discussion on the Oncor Agreement.

Corporate Developments

Executive Chairman Transition

In December 2024, the Company announced Morgan O’Brien’s retirement as a director, as Executive Chairman of the Board of Directors of the Company (the “Board”), and as an executive of the Company, each effective as of December 31, 2024.

In addition, the Company entered into a consulting agreement with Mr.

See Note 10 Related Party Transactions for further discussion.

The Company appointed Thomas R.

Kuhn, as the Chairman of the Board (the “Board Chair”), effective January 1, 2025.

The Board also appointed Mr.

Kuhn as the Chair of the newly established Utility Engagement Committee.

This committee is responsible for overseeing and strengthening the Company's relationships and commercialization efforts within the utility industry.

Subsequently, on January 22, 2025, the Company entered into an employment agreement with Mr.

Kuhn naming him as Executive Chairman (the “Employment Agreement”).

Due to his appointment as an executive of the Company, effective as of the date of his appointment, Mr.

Kuhn resigned from serving on the Board’s Compensation Committee, Audit Committee and Nominating and Governance Committee.

Chief Executive Officer Transition

On October 8, 2024, the Company announced the appointment of Scott Lang as President and Chief Executive Officer, to succeed Robert Schwartz effective by November 1, 2024 (the “CEO Transition”).

As part of the CEO Transition, the Board also designated Mr.

Lang as the Company’s principal executive officer for purposes of the rules and regulations of the U.S Securities and Exchange Commission (the “SEC”) by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2024.

Due to his service as an executive of the Company, effective as of the date of his appointment, Mr.

Lang resigned from serving on the Board’s Audit Committee and Nominating and Governance Committee.

Summary of Significant Accounting Policies

2 unchanged sentences

GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant estimates relate to estimated useful lives of depreciable assets, asset retirement obligations, valuation allowance on the Company’s deferred tax assets and recoverability of intangible assets.

The Company is also required to make certain estimates with regard to the valuation of awards and forfeiture rates for its share-based award programs.

Significant estimates include the valuation of awards and forfeiture rates for its share-based award programs, the estimated useful lives of depreciable assets, lease discount rates, asset retirement obligations (the “ARO”), valuation allowance on the Company’s deferred tax assets and the recoverability of intangible assets among other estimates.

Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period.

Accordingly, actual results could materially differ from those estimates.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, including PDV Spectrum Holding Company, LLC formed in April 2014.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries.

All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company operates as a single operating and reportable segment.

The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer, who manages the business on a consolidated basis.

All of the Company’s identifiable assets are located in the United States.

The Company did not generate any revenue from sources outside of the United States.

Cash and Cash Equivalents and Restricted Cash

5 unchanged sentences

The Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated.

As of March 31, 2024 and 2023, substantially all of the Company’s cash balance exceeded the federally insured limits.

During the year ended March 31, 2024 and 2023, each of the Company’s customers accounted for greater than 10% of total revenue.

As of March 31, 2024 and March 31, 2023, the Company does not have an outstanding accounts receivable balance.

Allowance for Credit Losses

An allowance for credit losses is estimated, as required, based on a combination of write-off history, aging analysis and forecasts on the collectability of accounts receivable.

The Company reviews its allowance for credit losses on a quarterly basis.

Past due balances meeting specific criteria are reviewed individually for collectability.

As of March 31, 2025 and 2024, substantially all of the Company’s cash balances exceeded the federally insured limits.

During the year ended March 31, 2025 and 2024, each of the Company’s customers related to spectrum agreements accounted for greater than 10 % of total revenue.

Property and Equipment

6 unchanged sentences

Accounting for Asset Retirement Obligations

An asset retirement obligation is evaluated and recorded as appropriate on assets for which the Company has a legal obligation to retire.

The Company records a liability for an asset retirement obligation and the associated asset retirement cost at the time the underlying asset is acquired and put into service.

Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future

cash flows underlying the obligation, if any.

An ARO is evaluated and recorded as appropriate on assets for which the Company has a legal obligation to retire.

The Company records a liability for an ARO and the associated asset retirement cost at the time the underlying asset is acquired and put into service.

Subsequent to the initial measurement of the ARO, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation, if any.

Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset.

1 unchanged sentence

The Company constructed assets at these locations and, in accordance with the terms of many of these agreements, the Company is obligated to restore the premises to their original condition at the conclusion of the agreements, generally at the demand of the other party to these agreements.

The Company recognizes the fair value of a liability for an asset retirement obligation and capitalizes that cost as part of the cost basis of the related asset, depreciating it over the useful life of the related asset.

The Company recognizes the fair value of a liability for an ARO and capitalizes that cost as part of the cost basis of the related asset, depreciating it over the useful life of the related asset.

Upon settlement of the obligation, any difference between the cost to retire the asset and the recorded liability is recognized on the Company’s Consolidated Statements of Operations.

As of March 31, 2024, the Company did not settle any of its obligations to restore the leased premises to its original condition and increased its asset retirement obligations accrual by $ 0.1 million based on estimated future cash flows.

As of March 31, 2023, the Company settled approximately $ 0.1 million of its obligation to restore the leased premises to its original condition and decreased its asset retirement obligations accrual by $ 6 thousand based on estimated future cash flows.

Changes in the liability for the asset retirement obligations for the years ended March 31, 2024 and 2023 are summarized below (in thousands):

As of March 31, 2025, the Company settled approximately $ 5 thousand of its obligations to restore the leased premises to its original condition and decreased its ARO accrual by $ 0.1 million on estimated future cash flows.

As of March 31, 2024, the Company did not settle any of its obligations to restore the leased premises to its original condition and increased its ARO accrual by $ 0.1 million based on estimated future cash flows.

Changes in the liability for the ARO for the years ended March 31, 2025 and 2024 are summarized below (in thousands):

Balance at beginning of the year $ 632 $ 543

3 unchanged sentences

Balance at end of the year 520 632

Less amount classified as current - included in accounts payable and accrued expenses 101 30

Less amount classified as current - included in accounts payable and other accrued expenses 395 101

Noncurrent liabilities - included in other liabilities $ 125 $ 531

2 unchanged sentences

While licenses are issued for only a fixed time, generally ten years , such licenses are subject to renewal by the FCC.

License renewals have occurred routinely and at nominal cost in the past.

License renewals have occurred routinely and are expensed as incurred.

There are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Company’s wireless licenses.

10 unchanged sentences

If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized.

The Company will use a market-based approach to estimate fair value for impairment testing purposes except for deals that were realized as of the valuation date, for which a transaction specific market approach will be used.

The valuation approach used to estimate fair value for the purpose of impairment testing requires management to use complex assumptions and estimates such as population, discount rates, industry and market considerations, long-term market equity risk, as well as other factors.

These assumptions and estimates depend on the Company’s ability to accurately predict forward looking assumptions including successfully applying for broadband licenses, commercializing the Company’s 900 MHz Broadband Spectrum and properly estimating favorable deal terms over the life of the contract.

For impairment testing, estimated fair value is determined using a market-based approach primarily using the 600 MHz auction price.

The FCC will use

the spectrum price based on the average price paid in the FCC’s 600 MHz auction to calculate the Anti-Windfall Payments, a payment to the U.S.

Treasury from a 900 MHz broadband applicant, if the applicant relinquishes less than 6 MHz (or 240 channels) of spectrum for any full or fractional MHz less than 6 MHz.

The estimated fair value of realized deals is determined using a transaction specific market approach based on the deal specific terms and adjusted for the Company’s required rate of return and present value taking into consideration the timing of payments.

During the years ended March 31, 2024 and 2023, the Company performed a step one quantitative approach impairment test as of January 1, 2024 and January 1, 2023, respectively, to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market.

During March 31, 2023 (“Fiscal 2023”), the Company shifted from a probability analysis approach to a more detailed approach with measurable qualitative metrics.

The new approach, Demonstrated Intent (“DI”), determines how likely a deal is to close based on certain qualitative factors, like applying for an experimental license, entering into a request for proposal, joining certain utility board or publicly backing 900 MHz Broadband Spectrum and its application.

As a result, the Company will continue to utilize the DI scores on a go-forward basis for the Company’s impairment analysis.

Based on the results of the impairment test, there were no impairment charges recorded during the year ended March 31, 2024 and 2023.

The Company will use a market-based approach or a transaction specific market approach to estimate the fair value of spectrum licenses depending on whether the license is associated with an executed contract with a customer.

Under the market-based approach, the fair value of licenses without an executed contract is based on the prevailing 600 MHz auction price as determined by the FCC.

Under the transaction-specific market approach, the fair value of licenses with an executed contract is based on cash flows expected to be generated under the contract over its contractual term, as adjusted by a market participant discount rate.

During the years ended March 31, 2025 and 2024, the Company performed a step one quantitative approach impairment test as of January 1, 2025 and 2024, respectively, to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market.

The Company uses Demonstrated Intent (“DI”) to allocate licenses by geographical region.

DI determines how likely a deal is to close based on certain qualitative factors, like applying for an experimental license, entering into a request for proposal, joining certain utility board or publicly backing 900 MHz Broadband Spectrum and its application, which are scored on a quantitative basis.

Based on the results of the impairment test, there were no impairment charges recorded during the years ended March 31, 2025 and 2024.

Exchanges of Intangible Assets

3 unchanged sentences

Upon receipt of FCC approval, the spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at their fair value as of the exchange date.

The difference between the fair value of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on disposal of spectrum licenses reported separately on the Company’s Consolidated Statements of Operations.

For the purpose of the valuation of broadband licenses received in connection with nonmonetary exchanges, the Company utilizes the 600 MHz Auction price per MHzPop, which represents level two of the fair value hierarchy.

The difference between the fair value of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on exchange of spectrum licenses reported separately on the Company’s Consolidated Statements of Operations.

For the purpose of the valuation of broadband licenses received in

connection with nonmonetary exchanges, the Company utilizes the 600 MHz Auction price per MHzPop, which represents level two of the fair value hierarchy.

If the transaction lacks commercial substance or the fair value of the acquired asset cannot be determined, the acquired spectrum licenses are recorded at the carrying value of the spectrum assets transferred, cancelled or exchanged.

See Note 7 Intangible Assets for a discussion on the Company’s spectrum exchanges during the years ended March 31, 2025 and 2024.

Spectrum Receivable Costs and Deferred Broadband Costs

Spectrum receivable costs represent prepayments made to acquire, retune or swap narrowband wireless licenses for cash consideration.

The initial deposits to incumbents are recorded as spectrum receivable costs on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum.

Spectrum Receivable and Deferred Broadband Costs

Spectrum receivable represents prepayments made to acquire, retune or swap narrowband wireless licenses for cash consideration.

The initial deposits to incumbents are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum.

Upon closing the associated deal, the costs are transferred to intangible assets on the Company’s Consolidated Balance Sheets for purchases of licenses and to deferred broadband costs on the Company’s Consolidated Balance Sheets for deals related to swap or retuning of narrowband licenses.

In fiscal year 2024, the total cost transferred from spectrum receivable costs to intangible assets and deferred broadband costs amounted to $ 9.1 million and $ 10.9 million, respectively.

In fiscal year 2025, the total cost transferred from spectrum receivable to intangible assets and deferred broadband costs amounted to $ 10.1 million and $ 9.2 million, respectively.

The Company will review the assets on a periodic basis to determine if an impairment exists.

2 unchanged sentences

Long-Lived Assets and Right of Use Assets Impairment

The Company evaluates long-lived assets and right of use assets, other than intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

The Company evaluates long-lived assets and right of use (“ROU”) assets, other than intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of cash flows of other groups of assets and liabilities.

4 unchanged sentences

Level 1 fair value derived inputs utilize quoted prices in active markets for identical assets or liabilities.

Level 2 fair value derived inputs are based on quoted prices for similar assets and liabilities in active markets or

based on inputs other than quoted prices for the assets or liability that are either directly or indirectly observable.

Level 2 fair value derived inputs are based on quoted prices for similar assets and liabilities in active markets or based on inputs other than quoted prices for the assets or liability that are either directly or indirectly observable.

Level 3 fair value derived inputs are unobservable for the asset or liability as a result of little, if any, market activity for the asset or liability.

4 unchanged sentences

Financial Instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, escrow deposit, accounts payable, accrued expenses and contingent liability approximate their fair values.

The carrying values of the Company’s financial instruments, including cash and cash equivalents, non-trade receivable, escrow deposits, accounts payable and other accrued expenses approximate their fair values.

Leases in which the Company is the lessee are comprised of corporate office space and tower space.

Substantially all of the leases are classified as operating leases.

The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from October 31, 2024 through January 31, 2029, which includes lease extensions ranging from three to ten-years for its corporate headquarters.

The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes lease extensions ranging from three to ten-years for its corporate headquarters.

The Company entered into multiple lease agreements for tower space related to its spectrum holdings.

The lease expiration dates range from April 30, 2024 to March 21, 2031.

In accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification, Leases (“ASC 842”), the Company recognized right of use (“ROU”) assets and corresponding lease liabilities on the Company’s Consolidated Balance Sheets for its operating lease agreements with contractual terms greater than 12 months.

These lease expiration dates range from April 9, 2025 to March 25, 2032.

In accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification, Leases (“ASC 842”), the Company recognized ROU assets and corresponding lease liabilities on the Company’s Consolidated Balance Sheets for its operating lease agreements with contractual terms greater than 12 months.

Lease liabilities are based on the present value of remaining lease payments over the lease term.

11 unchanged sentences

The nature of the licenses provide the benefit of the leased spectrum regardless of whether the customer uses the spectrum or not.

As a result, revenue will be recognized ratably as the Company delivers cleared 900 MHz Broadband Spectrum and the associated broadband leases to the customer on a county-by-county basis over the contractual term.

As a result, revenue will be recognized ratably over the contractual term beginning on the date when the Company delivers cleared 900 MHz Broadband Spectrum and the associated broadband leases to the customer on a county-by-county basis.

Since a contract has payment terms that differ from the timing of revenue recognition, the Company will assess whether the transaction price for those contracts include a significant financing component.

12 unchanged sentences

Contract liabilities primarily relate to advance consideration received from customers for spectrum services, for which the control of these services has not been transferred to the customer.

These contract liabilities are recorded as deferred revenue on the balance sheet.

These contract liabilities are recorded as deferred revenue on the Consolidated Balance Sheets.

Product Development Costs

6 unchanged sentences

The Company accounts for stock options in accordance with U.S.

GAAP, which requires the measurement and recognition of compensation expense, based on the estimated fair value of awards granted to consultants, employees and directors.

GAAP, which requires the measurement and recognition of compensation expense, based on the estimated fair value of awards granted to employees, directors and consultants.

The Company estimates the fair value of share-based awards on the date of grant using an option-valuation model.

The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s statements of operations over the requisite service periods.

The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s

Consolidated Statements of Operations over the requisite service periods.

In the event the participant’s employment by or engagement with (as a director or otherwise) the Company terminates before exercise of the options granted, the stock options granted to the participant shall immediately expire and all rights to purchase shares thereunder shall immediately cease and expire and be of no further force or effect, other than applicable exercise rights for vested shares that may extend past the termination date as provided for in the participant’s applicable option award agreement.

14 unchanged sentences

The compensation cost for the restricted stock and restricted stock units is recognized on a straight-line basis over the explicit vesting period.

Restricted stock granted to the Company employees vest over a requisite services period of four years , subject to acceleration in certain circumstances.

Vested restricted stock units are settled and issuable upon the earlier of the date the employee ceases to be an employee of the

Company or a date certain in the future.

Restricted stock granted to the Company employees vest over a requisite services period of three years , or four years for grants prior to November 2020, subject to acceleration in certain circumstances.

Vested restricted stock units are settled and issuable upon the earlier of the date the employee ceases to be an employee of the Company or a date certain in the future.

The compensation cost for the performance units without market conditions is recognized ratably over the service period if it is probable that the performance condition will be met.

9 unchanged sentences

No tax benefits have been attributed to the share-based compensation expense because the Company maintains a full valuation allowance for all net deferred tax assets.

All excess tax benefits and tax deficiencies, including tax benefits of dividends on share-based payment awards, are recognized as income tax expense or benefit in the income statement, eliminating the notion of the additional paid-in capital (“APIC”) pool.

The excess tax benefits are classified as operating activities along with other income tax cash flows rather than financing activities in the statement of cash flows.

All excess tax benefits and tax deficiencies, including tax benefits of dividends on share-based payment awards, are recognized as income tax expense or benefit in the Company’s Consolidated Statements of Operations, eliminating the notion of the additional paid-in capital (“APIC”) pool.

The excess tax benefits are classified as operating activities along with other income tax cash flows rather than financing activities in the Company’s Consolidated Statements of Cash Flows.

The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur.

Cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements are presented as a financing activity in the statement of cash flows.

Cash payments to tax

authorities in connection with shares withheld to meet statutory tax withholding requirements are presented as a financing activity in the statement of cash flows.

Retirement of common stock

18 unchanged sentences

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities.

For purposes of the diluted net loss per share calculation, preferred stock, convertible notes payable-affiliated

entities, stock options, restricted stock and warrants are considered to be potentially dilutive securities.

For purposes of the diluted net loss per share calculation, stock options, restricted stock units and awards are considered to be potentially dilutive securities.

Diluted earnings per share is computed using the treasury stock method.

2 unchanged sentences

Recently Issued Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2023-06, Disclosure Improvements:

In October 2023, the FASB issued Accounting Standards Updates (“ASU”) 2023-06, Disclosure Improvements:

Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative.

3 unchanged sentences

As the Company is currently subject to the SEC requirements, this ASU is not expected to have a material impact on its consolidated financial statements or related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others.

This update is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company has not yet determined the impact of this pronouncement on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

4 unchanged sentences

this Codification amendment was issued to remove references to various concepts statements and impacts a variety of topics in the Codification.

The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance.

The amendments apply

to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance.

The amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities and are not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

This update is effective for annual periods beginning after December 15, 2024.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and subsequently amended with ASU 2025-01, which was issued in January 2025.

This update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

This update is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027.

Early adoption is permitted and should be applied either prospectively or retroactively.

The Company has not yet determined the impact of this pronouncement on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

This update is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company has adopted this standard for the fiscal year 2025 annual financial statements and interim financial statements thereafter and has applied this standard retrospectively for all prior periods presented in the financial statements.

See Note 4 Segment Reporting for further information.

The following table provides information regarding the Company’s revenue for each of the services it provides pursuant to its spectrum revenue agreements for the years ended March 31, 2025 and 2024 (in thousands):

Spectrum revenues

Spectrum revenue

900 MHz Broadband Spectrum Revenue

Ameren Corporation $ 609 $ 609

Ameren $ 737 $ 609

Evergy 1,542 966

4 unchanged sentences

$ 6,031 $ 4,191

The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband leases to Xcel Energy in September 2023.

The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband leases to Xcel Energy Services Inc.

(“Xcel Energy”) in September 2023.

Revenue recognized during the years ended March 31, 2025 and 2024 was included in deferred revenue at the beginning of the respective periods.

900 MHz Broadband Spectrum Revenue

In December 2020, the Company entered into its first long-term lease agreements of 900 MHz Broadband Spectrum with Ameren.

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.

In December 2020, the Company entered into its first long-term lease agreements of 900 MHz Broadband Spectrum with Ameren Corporation (“Ameren”), (the “Ameren Agreements”).

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

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

The prepayments received to date encompass the initial upfront payment(s) due upon signing of the Ameren Agreements and payments for delivery of the relevant 1.4 x 1.4 MHz cleared spectrum in several metropolitan counties throughout Missouri and Illinois, in accordance with the terms of the Ameren Agreements.

The scheduled prepayments for the 30-year initial term of the Ameren Agreements total $ 47.7 million, of which $ 0.3 million was received by the Company in February 2021, $ 5.4 million in September 2021, $ 17.2 million in October 2021, $ 7.5 million in September 2024 and $ 1.0 million in October 2024.

The prepayments received to date encompass the initial upfront payment(s) due upon signing of the Ameren Agreements and payments for delivery of the relevant cleared spectrum in several metropolitan and urban counties throughout Missouri and Illinois, in accordance with the terms of the Ameren Agreements.

The remaining prepayments for the 30-year initial term are due by mid-2026, per the terms of the Ameren Agreements and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.

2 unchanged sentences

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.

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

In September 2021, the Company entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy.

Revenue is recognized over time as the performance

obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by the respective county, over the contractual term of 30 years.

In September 2021, the Company entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy Services, Inc.

(“Evergy”), (the “Evergy Agreement”).

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

3 unchanged sentences

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.

In October 2022, the Company entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states including Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

Revenue is recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by the respective county, over the contractual term of 20 years.

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

2 unchanged sentences

In July 2023 and November 2023, the Company delivered the cleared 900 MHz Broadband Spectrum and the associated broadband leases and received milestone payments of $ 21.2 million in each period.

In January 2024, the Company delivered the cleared 900 MHz Broadband Spectrum and the associated broadband leases and received a milestone payment of $ 16.8 million.

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

1 unchanged sentence

In accordance with ASC 606, the payments of prepaid fees under the Xcel Energy Agreement will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets.

Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by respective county, over the contractual term of approximately 20 -years.

In November 2023, the Company entered into an agreement with TECO to provide TECO the use of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout TECO’s service territory in West Central Florida the TECO Agreement.

Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by the respective county, over the contractual term of approximately 20 years.

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

4 unchanged sentences

The payments of prepaid fees under the TECO Agreement will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets.

Narrowband Spectrum Revenue

1 unchanged sentence

The payment of the fee is accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and is recognized ratably as the service is provided over the contractual term of approximately ten years .

As of December 31, 2024, the Company recognized all the revenue associated with the 2014 Motorola spectrum agreement .

Capitalized Contract Costs

The Company capitalizes incremental costs associated with obtaining a contract with a customer, which generally includes sales commissions.

The Company capitalizes incremental costs associated with obtaining a spectrum revenue agreement with a customer, which generally includes sales commissions.

Capitalized incremental costs are amortized over the contractual term beginning on the first delivery of a broadband lease.

The Company’s capitalized contract costs consisted of the following activity (in thousands):

6 unchanged sentences

Noncurrent assets (1)

$ 1,109 $ 447

Current assets are recorded as prepaid expenses and other current assets and noncurrent assets are recorded as other assets on the Company’s Consolidated Balance Sheets.

Contract Liabilities

Contract liabilities primarily relate to advanced consideration received from customers for spectrum services, for which revenue is recognized over time, as the services are performed.

Contract liabilities primarily relate to advanced consideration received from customers in connection with spectrum revenue agreements, for which revenue is recognized over the term of each delivered broadband lease.

The Company’s contract liabilities consisted of the following activity (in thousands):

7 unchanged sentences

$ 118,577 $ 115,742

Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum lease agreements, net of delivery delay adjustments.

Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum revenue agreements, net of delivery delay adjustments.

Current liabilities and noncurrent liabilities are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.

3 unchanged sentences

Revenue allocated to remaining performance obligations was $ 181.5 million as of March 31, 2025, which will be recognized over the remaining contract terms up to 30 years.

Segment Reporting

Accounting Standards Codification, Segment Reporting (“ASC 280”) defines operating segments as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM in deciding how to allocate resources and assess performance.

The Company’s CODM is its President and Chief Executive Officer who, alongside the company-wide management team, evaluates the financial performance of the Company and determines how to allocate resources on a consolidated basis.

Accordingly, it was determined under ASC 280 “management approach” that the Company operates as one operating and reportable segment which is focused on the monetization of its spectrum assets.

The accounting policies of the segment are the same as those described in Note 2 Summary of Significant Accounting Policies.

The measure of segment profit or loss for the Company's single segment is net loss.

Additionally, the CODM uses cash and cash equivalents as a measure of segment assets, which is included on the Company’s consolidated financial statements.

Cash and cash equivalents is reviewed and monitored by CODM to ensure enough capital is available for investing in purchases of intangible assets, refundable deposits, retuning costs and swaps, and the Company’s share repurchase program.

Segment expenses were disaggregated based on the information the CODM uses to assess performance and allocate resources considering both quantitative and qualitative factors.

The table below summarizes significant segment expenses and other items, which represent the difference between segment revenue and segment net loss (in thousands):

Spectrum revenue $ 6,031 $ 4,191

Significant and other segment expenses

Adjusted general and administrative (1)

30,654 29,771

Adjusted sales and support (2)

Adjusted product development (3)

Depreciation and amortization 548 844

Gain on exchange of intangible assets, net ( 22,799 ) ( 35,024 )

Gain on sale of intangible assets, net ( 18,294 ) ( 7,364 )

Other segment items (4)

16,269 15,551

Interest income ( 2,159 ) ( 2,374 )

Other income ( 75 ) ( 233 )

Income tax expense 1,892 1,613

Net loss $ ( 11,372 ) $ ( 9,128 )

Adjusted general and administrative includes expenses related to certain corporate functions, such as, executive, legal, finance, information technology, human resources and others, public company costs, bonus expense for all employees, insurance costs and other costs.

Adjusted sales and support includes expenses related to sales and marketing functions.

Adjusted product development includes expenses related to technology and product development functions.

Other segment items include items not deemed significant or regularly provided to the CODM, such as severance and other related charges, stock compensation and loss from disposal of long-lived assets.

Escrow Deposits

Escrow deposits are considered restricted cash as the deposits are restricted from use until the terms of the escrow agreement are met.

Escrow deposits are classified as noncurrent assets on the Company’s Consolidated Balance Sheets.

In connection with the LCRA Agreement, the Company and LCRA entered into an escrow agreement.

Escrow deposits classified as current assets on the Company’s Consolidated Balance Sheets are related to the portion of the obligations of the escrow agreement that are expected to be met within a twelve-month period beginning March 31, 2025.

Obligations not expected to be completed within this twelve-month period are classified as non-current assets.

In connection with the Lower Colorado River Authority Agreement (the “LCRA Agreement”), the Company and Lower Colorado River Authority (“LCRA”) entered into an escrow agreement.

Pursuant to the escrow agreement, the escrow funds shall be held and invested in a money market deposit account.

1 unchanged sentence

The escrow funds shall be distributed upon written request by both the Company and LCRA pursuant to the terms within the LCRA Agreement.

During the year ended March 31, 2024, the Company received $ 15.0 million, of which $ 7.5 million was deposited in an escrow account.

In December 2023, the Company received $ 15.0 million, of which $ 7.5 million was deposited in an escrow account.

As of March 31, 2025, the Company has classified $ 0.5 million and $ 7.1 million as short-term and long-term escrow deposit, respectively, on the Consolidated Balance Sheets, inclusive of accrued interest.

Property and Equipment

9 unchanged sentences

Less accumulated depreciation 10,784 11,705

Construction in process — 547

Property and equipment, net $ 1,302 $ 2,062

14 unchanged sentences

During the years ended March 31, 2025 and 2024, the Company entered into agreements with several third parties in multiple U.S.

markets to acquire, retune or swap wireless licenses for cash consideration (“deals”) and made Anti-Windfall Payments to the US Treasury Department.

The initial deposits to incumbents are recorded as prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum.

The initial deposits are transferred to other assets or intangible assets in the Company’s Consolidated Balance Sheets, as applicable, upon meeting the relevant deal milestones.

markets to acquire, retune or swap wireless licenses for cash consideration (“deals”) and made Anti-Windfall Payments to the U.S.

Treasury Department.

The initial deposits are transferred to deferred broadband costs or intangible assets on the Company’s Consolidated Balance Sheets, as applicable, upon meeting the relevant deal milestones.

The final payments related to closed retuning or swap deals are recorded as deferred broadband costs on the Company’s Consolidated Balance Sheets.

1 unchanged sentence

Broadband License Exchanges

During the year ended March 31, 2024, the Company was granted by the FCC, broadband licenses for 28 counties.

During the year ended March 31, 2025, the FCC granted the Company broadband licenses for 67 counties.

The Company recorded the new broadband licenses at their estimated accounting cost basis of approximately $ 27.0 million.

In connection with receiving the broadband licenses, the Company disposed of $ 4.2 million related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 67 counties.

The total carrying value of narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs.

As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on disposal of intangible assets of $ 35.0 million, for the year ended March 31, 2024.

During the year ended March 31, 2023, the Company was granted by the FCC, broadband licenses for 84 counties.

The total carrying value of the narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs.

As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $ 22.8 million, for the year ended March 31, 2025.

During the year ended March 31, 2024, the FCC granted the Company broadband licenses for 28 counties.

The Company recorded the new broadband licenses at their estimated accounting cost basis of approximately $ 43.7 million.

In connection with receiving the broadband licenses, the Company disposed of $ 8.7 million related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 28 counties.

As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on disposal of intangible assets of $ 38.4 million, for the year ended March 31, 2023.

As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $ 35.0 million, for the year ended March 31, 2024.

Broadband License Sale

During the quarter ended September 30, 2023, the Company transferred to SDG&E the San Diego County broadband license for total cumulative payments of $ 44.0 million net of delivery delay adjustments of $ 1.1 million.

During the quarter ended September 30, 2023, the Company transferred to San Diego Gas & Electric (“SDG&E”) the San Diego County broadband license for total cumulative payments of $ 44.0 million net of delivery delay adjustments of $ 1.1 million (the “SDG&E Agreement”).

As a result, the Company recognized a reduction in intangible assets of $ 31.8 million and recorded a $ 7.3 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.

3 unchanged sentences

In accordance with ASC 606, the Company recorded a $ 4.9 million deferred gain on sale of intangible assets on the Company’s Consolidated Balance Sheets as of March 31, 2025, related to this option, which expires in September 2028.

Accounts Payable and Accrued Expenses

The table below provides additional information related to the Company’s accounts payable and accrued expenses at March 31, 2024 and 2023 (in thousands):

During the year ended March 31, 2025, the Company transferred to Oncor the 900 MHz Broadband Spectrum and the associated broadband licenses related to four counties for the total consideration of $ 40.9 million.

The total consideration included a $ 34.0 million milestone payment received in January 2025, $ 4.0 million allocated from the previously received $ 10.0 million deposit and $ 2.9 million non-trade receivable on the Company’s Consolidated Balance Sheets related to reimbursable clearing costs and Anti-Windfall Payments.

As a result, the Company recognized a reduction in intangible assets of $ 22.6 million and recorded a $ 18.3 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.

Accounts Payable and Other Accrued Expenses

The table below provides additional information related to the Company’s accounts payable and other accrued expenses at March 31, 2025 and 2024 (in thousands):

Accounts payable $ 1,130 $ 696

3 unchanged sentences

Other 394 223

Total accounts payable and accrued expenses $ 8,631 $ 6,624

Total accounts payable and other accrued expenses $ 9,075 $ 8,631

Accrued Severance and Other Related Charges

During the second half of Fiscal year 2025, the Company successfully identified several measures to reduce its operating expense run rate.

These cost reduction measures are expected to increase the Company’s cash flows while maintaining operational efficiency.

The reductions will primarily impact the Company’s general and administrative expenses mainly through significant cuts in consulting fees.

Furthermore, on March 31, 2025, the Company also reduced its workforce by 7 employees.

As a result, the Company incurred $ 0.3 million of severance and other related charges as of and for the year ended March 31, 2025 on the Company’s Consolidated Balance Sheets and Consolidated Statements of Operations.

Additionally, on November 1, 2024, Robert H.

Schwartz stepped down from his role as the Company’s President and Chief Executive Officer.

In connection with Mr.

Schwartz’s resignation, the Company negotiated a Transition and Separation Agreement (the “Transition Agreement”), which provided the following benefits (subject to effectiveness and the terms and conditions of the Transition Agreement), (i) two times the sum of his annualized salary and target bonus, for an aggregate amount of approximately $ 2.2 million, (ii) a pro-rata target bonus for fiscal year 2025, less any bonus amount previously paid for fiscal year 2025, for an aggregate amount of approximately $ 0.2 million and (iii) a subsidized COBRA continuation coverage for 18 months.

Additionally, in connection with the Transition Agreement, a portion of Mr.

Schwartz’s unvested time-based awards and performance-based awards accelerated and vested on a pro-rated basis, and Mr.

Schwartz received an option exercise period extension.

See Note 13 Stockholders’ Equity for further discussion.

For the year ended March 31, 2025, the Company recorded $ 3.5 million severance and other related charges related to the Transition Agreement on the Company’s Consolidated Statements of Operations.

As of March 31, 2025, the Company accrued 2.0 million severance and other related charges on the Company’s Consolidated Balance Sheets.

For the year ended March 31, 2025, total accrued severance and other related charges were as follows (in thousands):

Balance at March 31, 2024 $ —

Cash accruals 2,714

Cash payments ( 449 )

Balance at March 31, 2025 2,265

Related Party Transactions

In connection with the transfer of its TeamConnect business and support for its pdvConnect business, the Company entered into a memorandum of understanding (“MOU”) with the principals of Goosetown on December 31, 2018.

Under the MOU, the Company agreed to assign the intellectual property rights to its pdvConnect application to TeamConnect LLC (“LLC”), a new entity formed by the principals of Goosetown, in exchange for a 19.5 % ownership interest in the LLC, effective April 30, 2019.

The Company was obligated to pay the LLC a monthly service fee for a 24-month period ending on January 7, 2021 for its assumption of the Company’s support obligations under the A BEEP and Goosetown Agreements.

The Company was also obligated to pay the LLC a certain portion of the billed revenue received by the Company from pdvConnect customers for a 48-month period.

On February 22, 2023, the Company amended the LLC agreement to withdraw as a member of the LLC for no consideration.

For the year ended March 31, 2024, the Company did not incur payments to the LLC.

For the year ended March 31, 2023, the Company incurred payments of $ 55,000 to the parties associated with the transferred business.

As of March 31, 2024 and 2023, the Company did not have outstanding liabilities to the related parties associated with the services transfer.

All the leases in which the Company is the lessee are comprised of corporate office space and tower space.

The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from October 31, 2024 through January 31, 2029, which includes lease extensions for its corporate headquarters ranging from three to ten-years .

On December 30, 2024, in connection with Morgan O’Brien’s retirement as Executive Chairman of the Board, the Company entered into a consulting agreement with Mr.

O’Brien under which he has agreed to provide consulting services to the Company for a minimum of six months in exchange for cash compensation of $ 30 thousand per month beginning on January 1, 2025 through June 30, 2025 (the “minimum term”), and continuing thereafter on a month-to month basis until terminated by either party (the “Consulting Agreement”).

For the year ended March 31, 2025, the Company incurred $ 0.1 million in consulting fees to Mr.

O’Brien included in general and administrative expenses on the Company’s Consolidated Statements of Operations.

Either party may terminate the Consulting Agreement at any time upon 15 days notice, for any or no reason, provided that if the Company terminates the Consulting Agreement before June 30, 2025 without cause, then the Company will be required to pay the remaining balance of the $ 0.2 million Mr.

O’Brien would have received for the minimum term had the Company not terminated the Consulting Agreement before June 30, 2025.

The Consulting Agreement contains standard confidentiality, indemnification and intellectual property assignment provisions in favor of the Company.

Pursuant to the existing terms of his outstanding equity awards, Mr.

O’Brien will continue to vest in his outstanding equity awards as he continues to provide services to the Company pursuant to the Consulting Agreement.

The Consulting Agreement also contains a confirmation by Mr.

O’Brien that he is not entitled to any severance benefits under the Company’s Executive Severance Plan as a result of his retirement, his transition to a consultant or the eventual end of his consulting services.

The Consulting Agreement also contains a confirmation by the Company that Mr.

O’Brien has satisfied the retirement eligibility provisions in his outstanding stock option awards that automatically extends the exercise periods during which he may exercise his vested option shares to the full term of the applicable stock option award.

As of March 31, 2025, the Company had $ 30 thousand in outstanding liabilities to Mr.

O’Brien included in due to related parties on the Company’s Consolidated Balance Sheets.

All the leases in which the Company is the lessee comprised of corporate office space and tower space.

The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes lease extensions for its corporate headquarters ranging from three to ten-years .

The Company entered into multiple lease agreements for tower space.

8 unchanged sentences

Weighted average incremental borrowing rate - operating lease liabilities 8 % 9 %

Total lease cost amounted to approximately $ 1.9 million and $ 1.8 million, respectively, for the years ended March 31, 2024 and 2023.

Total lease cost is included in general and administrative expenses on the Company’s Consolidated Statements of Operations.

For the years ended March 31, 2024 and 2023, the following table presents total lease cost (in thousands):

Operating lease cost $ 1,945 $ 1,817

Short term lease cost — 7

Total lease cost $ 1,945 $ 1,824

The following table presents total lease cost for the years ended March 31, 2025 and 2024 (in thousands):

Total operating lease cost* $ 1,997 $ 1,945

*Total operating lease cost is included in general and administrative expenses on the Company’s Consolidated Statements of Operations.

The following table presents supplemental balance sheet information as of March 31, 2025 and 2024 (in thousands):

2 unchanged sentences

Non-current liabilities - operating lease liabilities $ 3,747 $ 3,446

Future minimum payments under existing non-cancelable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company) for the remaining terms of the leases following the year ended March 31, 2024 are as follows (in thousands):

Future minimum payments under existing non-cancellable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company) for the remaining terms of the leases following the year ended March 31, 2025 are as follows (in thousands):

Fiscal Year Operating

17 unchanged sentences

The Company recorded $ 0.3 million of state deferred tax expense during the year March 31, 2025 and increased the state deferred tax liability by the same amount from the inability to use the state NOL carryforwards against the indefinite-lived intangible.

For Fiscal 2023, the Company recorded $ 0.8 million of state deferred tax benefit during the year March 31, 2023 and decreased the state deferred tax liability by the same amount from the inability to use the state NOL carryforwards against the indefinite-lived intangible.

For Fiscal 2024, the Company recorded $ 0.4 million of state deferred tax benefit during the year March 31, 2024 and increased the state deferred tax liability by the same amount from the inability to use the state NOL carryforwards against the indefinite-lived intangible.

This valuation allowance has no effect on the Company’s ability to utilize the deferred tax assets to offset future taxable income, if generated.

22 unchanged sentences

Federal $ — $ —

State 1,567 772

Total current 1,567 772

13 unchanged sentences

Stock Compensation

On August 8, 2023 (the “Effective Date”), the Company adopted a new equity-based compensation plan known as the 2023 Stock Plan.

The Company adopted a new equity-based compensation plan known as the Anterix Inc.

2023 Stock Plan on August 8, 2023 (the “Effective Date”), which was amended on August 6, 2024 to increase the number of shares available thereunder by 1,100,000 shares (as amended, the “2023 Stock Plan”).

The 2023 Stock Plan permits the Company to grant equity compensation awards to employees, consultants and non-employee directors of the Company.

1 unchanged sentence

2014 Stock Plan (the “2014 Stock Plan”).

The 2023 Stock Plan authorizes 250,000 shares of common stock of the Company (“Shares”) for grant.

The 2023 Stock Plan authorizes 1,350,000 shares of common stock of the Company (the “Shares”) for grant.

Additionally, 388,151 shares remaining for grant under the 2014 Stock Plan immediately prior to the Effective Date, shares subject to outstanding stock awards granted under the 2014 Stock Plan that, following the Effective Date, expire or are terminated or cancelled without having been exercised or settled in full, and shares acquired pursuant to an award subject to forfeiture or repurchase that are forfeited or repurchased by the Company for an amount not greater than the recipient’s purchase price, are issuable under the 2023 Stock Plan.

As of March 31, 2024, 200,651 shares are available for future issuance and up to 181,887 shares which may be granted upon meeting certain performance levels above 100 % for performance stock unit awards.

As of March 31, 2025, under the 2023 Stock Plan, 887,626 Shares are available for future issuance.

Restricted Stock and Restricted Stock Units

11 unchanged sentences

Stock compensation expense related to restricted stock was approximately $ 9.9 million for the year ended March 31, 2024, which included $ 9.1 million in general and administrative expenses, $ 0.4 million in product development and the remainder of approximately $ 0.4 million included in sales and support reported on the Company’s Consolidated Statements of Operations.

As of March 31, 2024 and 2023, there was $ 14.4 million and $ 18.5 million, respectively, of unvested compensation expense for the restricted stock, which is expected to be recognized over a weighted average period of 1.92 years and 2.31 years, respectively.

As of March 31, 2025 and 2024, there was $ 6.0 million and $ 14.4 million, respectively, of unrecognized compensation expense for the restricted stock, which is expected to be recognized over a weighted average period of 1.26 years and 1.92 years, respectively.

Performance-Based Restricted Stock Units

3 unchanged sentences

Granted 97,631 20.49

Vested ( 49,217 ) 61.43

Forfeited/cancelled ( 202,146 ) 16.71

3 unchanged sentences

Fair value of Performance stock units vested (in thousands) $ 3,023 $ —

Outstanding performance stock units included in the table above are shown at target.

Share payout can range from 0 % to 200 % for performance units based on the Cumulative Spectrum Proceeds Monetized (“CSPM”) metric and 25 % to 350 % for performance units based on the Total Stockholders Return (“TSR Performance Units”) metrics.

Cumulative Spectrum Proceeds Monetized

The performance-based restricted units will vest on a determination date of June 24, 2024 (“Determination Date”) (unless sooner triggered by an earlier involuntary termination), based on CSPM metric over a four-year measurement period commencing on June 24, 2020, with 15,025 units vesting if the minimum CSPM level is achieved, 30,049 units vesting if the target CSPM metric is achieved and up to 60,098 vesting if the maximum CSPM metric is achieved.

On December 31, 2020, the Compensation Committee awarded performance-based restricted units to Mr.

Schwartz as part of the then CEO succession plan.

The performance-based restricted units were to vest on a determination date of June 24, 2024 (“Determination Date”), based on the Cumulative Spectrum Proceeds Monetized (“CSPM”) metric over a four-year measurement period commencing on June 24, 2020, with 15,025 units vesting if the minimum CSPM level is achieved, 30,049 units vesting if the target CSPM metric is achieved and up to 60,098 vesting if the maximum CSPM metric is achieved.

Due to the timing of the execution of the Oncor Agreement, the Company entered into an amendment agreement, effectively extending the Determination Date to June 27, 2024.

The amendment resulted in 15,800 shares vesting based on the CSPM level achieved.

Chief Executive Officer Transition

In connection with Mr.

Schwartz’s Transition Agreement, 68,788 unvested time-based awards and 33,417 performance-based awards accelerated and vested on a pro-rated basis.

Schwartz was also granted an option exercise period extension for each of his outstanding stock option awards equal to the lesser of two years from the Separation Date (as defined in the Transition Agreement) or the applicable expiration term of the stock option awards, which resulted in additional stock compensation expense of $ 1.1 million included in severance and other related charges expense reported on the Company’s Consolidated Statements of Operations.

Total Stockholder Return

2 unchanged sentences

The vesting end measurement date is February 1, 2025, with earlier vesting determination dates upon a change in control of the Company, involuntary termination of the CEO or twelve months following the achievement of the maximum stock price level.

If after February 1, 2023, the President and Chief Executive Officer achieves a Stock Price Level, there will be a vesting determination date the earlier of twelve months thereafter or February 1, 2025.

The following assumptions were used to calculate the grant date fair value of performance-based restricted units with market price condition using the Monte Carlo simulation model:

February 1, 2021

Risk-free interest rate 0.29 %

Dividend yield — %

Volatility 56.09 %

Simulation term 4 years

Forfeiture rate — %

The Company recorded approximately $ 0.8 million and $ 1.3 million of stock compensation expense relating to performance-based restricted stock units that are probable to vest for the years ended March 31, 2024 and 2023 respectively, included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations.

As of March 31, 2024 and 2023, there was approximately $ 0.3 million and $ 2.5 million, respectively, of unvested compensation expense for the outstanding performance-based restricted stock units, which is expected to be recognized over a weighted average period of 1.23 years and 1.71 years, respectively.

The performance-based restricted units accelerated and vested on a pro-rated basis in connection with the CEO Transition noted above.

The Company recorded approximately $ 0.5 million and $ 0.8 million of stock compensation expense relating to performance-based restricted stock units for the years ended March 31, 2025 and 2024 respectively, included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations.

As of March 31, 2025, the performance-based shares were fully vested.

As of March 31, 2024, there was approximately $ 0.3 million of unrecognized compensation expense for the outstanding performance-based restricted stock units, which was expected to be recognized over a weighted average period of 1.23 years.

Performance-based restricted stock units modification

In October 2024, the Company awarded the newly appointed President and Chief Executive Officer 97,631 performance-based restricted stock units.

In January 2025, the Board approved the replacement of the performance-based units with 191,326 time-based stock options.

The time-based stock options have a contractual life of 10 years and the shares will vest in three equal annual installments, based on continuous service of such officer to the Company through the applicable vesting dates.

As a result of the change, the Company accounted for the modification as a Type I modification, resulting in $ 1.4 million of incremental fair value, of which $ 0.1 million was recorded immediately.

The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified and recognized over the period from the modification date through the end of the requisite service period of the newly granted awards.

Stock Options

4 unchanged sentences

Options exercised ( 253,540 ) 23.67

Options forfeited/expired — —

Options forfeited/expired/cancelled ( 252,305 ) 41.39

Options outstanding at March 31, 2025 1,665,765 $ 38.31 6.39 $ 5,391,774

1 unchanged sentence

Total vested or expected to vest at March 31, 2025 1,665,604 $ 38.30 6.39 $ 5,391,774

In addition, as of March 31, 2024, the Company has 85,000 outstanding options excluded from the table above as these options are considered contingently issued.

The stock options will vest and become exercisable if the grantee is employed by the Company on March 27, 2027, unless exercisable sooner in accordance with the terms of the award agreement.

These options may not be exercised until the Company’s stockholders approve an authorization of minimum number of shares of common stock sufficient to exercise this award.

The intrinsic value of stock options exercised was approximately $ 2.9 million and $ 1.3 million for the years ended March 31, 2025 and 2024 respectively.

8 unchanged sentences

Expected term 5.79 years to 6.21 years

5.39 years to 5.72 years

Forfeiture rate — % to 4 %

2 unchanged sentences

The weighted average fair value for the stock option awards granted for the year ended March 31, 2025 was $ 31.31 per share.

As of March 31, 2024 and 2023, there was approximately $ 8.2 million and $ 7.4 million, respectively, of unrecognized

compensation cost related to non-vested stock options granted under the Company’s stock option plans which is expected to be recognized over a weighted-average period of 1.44 years and 1.68 years, respectively.

As of March 31, 2025 and 2024, there was approximately $ 10.2 million and $ 8.2 million, respectively, of unrecognized compensation cost related to non-vested stock options granted under the Company’s stock option plans which is expected to be recognized over a weighted-average period of 2.51 years and 1.44 years, respectively.

Performance-Based Stock Options

4 unchanged sentences

Performance Options exercised — —

Performance Options forfeited/expired — —

Performance Options forfeited/expired/cancelled ( 213,487 ) 35.66

Performance Options outstanding at March 31, 2025 156,706 $ 38.07

For the years ended March 31, 2024 and 2023, there was no stock compensation expense recognized for the 33,782 performance-based stock options.

As of March 31, 2024 and 2023, there was no unvested compensation expense relating to the outstanding performance-based stock options.

The vesting of the performance-based stock options issued during the year ended March 31, 2025 were subject to the attainment of a performance goal.

The performance-based stock options (the “Stock Price Award”) will vest based on the target average stock price achieved by the Company during any sixty-day period beginning on the grant date and ending on October 4, 2027.

If the target stock price level is achieved, 100 % of the Stock Price Award will vest, otherwise the Stock Price Award will be forfeited in its entirety.

The Company recorded approximately $ 0.6 million of stock compensation expense relating to performance-based options for the year ended March 31, 2025, included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations.

For the year ended March 31, 2024, there was no stock compensation expense recognized for the 33,782 performance-based stock options.

As of March 31, 2025, there was approximately $ 1.7 million of unrecognized compensation expense for the outstanding performance-based restricted stock options, which is expected to be recognized over a weighted average period of 2.51 years.

As of March 31, 2024, there was no unrecognized compensation expense relating to the outstanding performance-based stock options.

The following assumptions were used to calculate the grant date fair value of performance-based stock options with market price condition using the Monte Carlo simulation model:

October 4, 2024

Risk-free interest rate 3.83 %

Dividend yield — %

Volatility 48.42 %

Simulation term 6.5 years

Forfeiture rate — %

Performance-based stock option modification

In October 2024, the Company awarded 213,487 performance-based stock options to various senior executive officers.

In January 2025, the Board approved changes to the vesting conditions of these outstanding common stock option awards.

The vesting criteria were modified from performance-based to time-based.

The awards have a contractual life of 10 years and the shares will vest in three equal annual installments, based on continuous service of such officer to the Company through the applicable vesting dates.

As a result of the change, the Company accounted for the modification as a Type I modification, resulting in $ 1.0 million of incremental fair value, of which $ 0.1 million was recorded immediately.

Share Repurchase Program

1 unchanged sentence

The Company repurchased and subsequently retired a total of $ 33.9 million of the Company’s common stock under the 2021 Share Repurchase Program, including $ 10.7 million during fiscal year 2024.

On September 21, 2023, the Board authorized the new 2023 Share Repurchase Program pursuant to which the Company may repurchase up to $ 250.0 million of the Company’s common stock on or before September 21, 2026.

On September 21, 2023, the Board authorized the new 2023 Share Repurchase Program (the “2023 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 250.0 million of the Company’s common stock on or before September 21, 2026.

The Company repurchased and subsequently retired a total of $ 13.9 million of the Company’s common stock under the 2023 Share Repurchase Program during fiscal year 2024.

The Company repurchased and subsequently retired a total of $ 8.4 million of the Company’s common stock under the 2023 Share Repurchase Program during fiscal year 2025.

The Company may repurchase shares of its common stock via the open market and/or privately negotiated transactions.

Repurchases will be made in accordance with applicable securities laws and may be effected pursuant to Rule 10b5-1 trading plans.

The manner, timing and amount of any share repurchases will be determined by the Company based on a variety of factors, including proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, the Company’s capital position, and other strategic considerations.

The manner, timing and

amount of any share repurchases will be determined by the Company based on a variety of factors, including proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, the Company’s capital position, and other strategic considerations.

The 2023 Share Repurchase Program does not obligate the Company to repurchase any particular amount of its common stock.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

Excise tax accrued for the year ended March 31, 2024 was approximately $ 0.2 million.

For the year end March 31, 2025, the Company had no excise tax expense.

For the year ended March 31, 2024, excise tax expense was approximately $ 0.2 million.

The following table presents the share repurchase activity for Fiscal 2025 and Fiscal 2024 (in thousands, except per share data):

3 unchanged sentences

Total cost to repurchase $ 8,398 $ 24,676

* Average price paid per share includes costs associated with the repurchases.

* Average price paid per share includes costs associated with the repurchases, excluding excise taxes associated with the share repurchases.

As of March 31, 2025, $ 227.7 million is remaining under the 2023 Share Repurchase Program.

Motorola Investment

On September 15, 2014, Motorola invested $ 10.0 million to purchase 500,000 Class B Units of the Company’s subsidiary, PDV Spectrum Holding Company, LLC (at a price equal to $ 20.00 per unit).

The Company owns 100 % of the Class A Units in the Subsidiary.

Motorola had the right at any time to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock and in May 2022, Motorola exercised such right to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock.

In June 2022, the Company filed a Registration Statement on Form S-3 to register the 500,000 shares of the Company’s Common Stock held by Motorola for the resale or other disposition of such shares by Motorola (the “Resale Registration Statement”).

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

Supplemental Disclosure of Cash Flow Information

3 unchanged sentences

Cash paid during the period:

Taxes paid $ 70 $ 14

Operating lease 2,316 2,217

Taxes paid, including excise tax $ 1,728 $ 70

Operating leases paid 2,311 2,316

Non-cash investing activity:

1 unchanged sentence

Network equipment provided in exchange for wireless licenses 190 616

Narrowband spectrum licenses received in connection with the LCRA Agreement 1,430 —

Deferred gain on sale of intangible assets — 4,911

2 unchanged sentences

Rights of use asset for modifications and renewals 1,258 1,928

During the year ended March 31, 2024, the Company was granted by the FCC, broadband licenses for 28 counties and relinquished to the FCC its narrowband licenses for the same 28 counties.

This transaction resulted in a non-cash increase to intangibles of $ 35.0 million, which has been recorded as a non-cash gain on disposal of intangible assets of $ 35.0 million, for the year ended March 31, 2024.

During the year ended March 31, 2025, the FCC granted the Company the broadband licenses for 67 counties and relinquished to the FCC its narrowband licenses for the same 67 counties.

This transaction resulted in a non-cash increase to intangibles of $ 22.8 million, which has been recorded as a non-cash gain on exchange of intangible assets of $ 22.8 million, for the year ended March 31, 2025.

See Note 7 Intangible Assets for further discussion on the license exchanges.

During the year ended March 31, 2023, the Company was granted by the FCC, broadband licenses for 84 counties and relinquished to the FCC its narrowband licenses for the same 84 counties.

This transaction resulted in a non-cash increase to intangibles of $ 38.4 million, which has been recorded as a non-cash gain on disposal of intangible assets of $ 38.4 million, for the year ended March 31, 2023.

During the year ended March 31, 2024, the FCC granted the Company the broadband licenses for 28 counties and relinquished to the FCC its narrowband licenses for the same 28 counties.

This transaction resulted in a non-cash increase to intangibles of $ 35.0 million, which has been recorded as a non-cash gain on exchange of intangible assets of $ 35.0 million, for the year ended March 31, 2024.

See Note 7 Intangible Assets for further discussion on the license exchanges.

1 unchanged sentence

Contingent Liabilities

In February 2021, the Company entered into an agreement with SDG&E to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County (the “SDG&E Agreement”), for a total payment of $ 50.0 million.

The SDG&E Agreement will support SDG&E’s deployment of a PLTE network for its California service territory, with a population of approximately 3.6 million people.

Delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county to SDG&E commenced in Fiscal 2023 and is scheduled for completion before the end of fiscal year 2024.

SDG&E Refund Obligations

In February 2021, the Company entered into the SDG&E Agreement with SDG&E, to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County, for a total payment of $ 50.0 million.

As the Company is required to refund payments it has received from SDG&E in the event of termination or non-delivery of the specific county’s full 900 MHz Broadband Spectrum, it recorded the payments as contingent liability on the Company’s Consolidated Balance Sheets.

A reduction in the contingent liability and a gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the full cleared 900 MHz Broadband Spectrum and the associated broadband license(s) to SDG&E.

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

As the Company is required to refund payments it has received from SDG&E in the event of termination or non-delivery of the specific county’s full 900 MHz Broadband Spectrum, it recorded the initial payments as contingent liability on the Company’s Consolidated Balance Sheets.

In September 2022, the Company transferred 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.

In September 2023, the Company transferred to SDG&E the San Diego County broadband license and received a milestone payment of $ 25.2 million net of delivery delay adjustments of $ 1.1 million.

This resulted in the recognition of a gain on the sale of spectrum and derecognition of the contingent liability associated with San Diego County and Imperial County of $ 19.2 million.

This resulted in the recognition of a gain on the sale of spectrum and derecognition of the contingent liability associated with San Diego County and Imperial County.

See Note 7 Intangible Assets for further discussion on the sale of intangible assets.

Subsequent to the derecognition of the contingent liability related to the delivery of San Diego County and Imperial County licenses, the remaining contingent liability related to SDG&E of $ 1.0 million for Orange County was classified as a short-term liability due to the expected timing of delivery.

Subsequent to the derecognition of the contingent liability related to the delivery of San Diego County and Imperial County licenses, the remaining contingent liability related to SDG&E of $ 1.0 million for Orange County is classified as a short-term liability due to the expected timing of delivery.

LCRA Refund Obligation

In April 2023, the Company entered into the LCRA Agreement for a total payment of $ 30.0 million, to be paid through fiscal year 2026 pursuant to the terms of the agreement.

During the quarter ended December 31, 2023, the Company received $ 15.0 million in milestone payments, of which $ 7.5 million was deposited in an escrow account.

In December 2023, the Company received $ 15.0 million in milestone payments, of which $ 7.5 million was deposited in an escrow account.

The remaining payments are due as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA.

As the Company is required to refund the deposit it has received from LCRA in the event of termination or non-delivery of the specific county’s full cleared 900 MHz Broadband Spectrum, it recorded the payments as contingent liability on the Company’s Consolidated Balance Sheets.

As the Company is required to refund the deposit it has received from LCRA in the event of termination or non-delivery of the specific county’s full cleared 900 MHz Broadband Spectrum, it recorded the initial payments as contingent liability on the Company’s Consolidated Balance Sheets.

See Note 5 Escrow Deposits for further discussion on the escrow deposit.

In November 2024, the Company received the agreed upon narrowband spectrum licenses from LCRA with a fair value of $ 1.4 million, these licenses are recorded as contingent liability on the Company’s Consolidated Balance Sheets.

As of March 31, 2025, the Company has classified $ 1.1 million and $ 15.3 million as short-term and long-term contingent liability, respectively, based on the estimated timing of license delivery associated with the LCRA Agreement.

Oncor Refund Obligation

In June 2024, the Company entered into the Oncor Agreement for a total payment of $ 102.5 million, to be paid through fiscal year 2026 pursuant to the terms of the agreement.

In June 2024, the Company received an initial payment of $ 10.0 million with remaining payments due to the Company for each county, at closing.

The timing and rights to milestone payments could vary as 900 MHz broadband licenses are granted by the FCC, broadband licenses are assigned to Oncor and incumbents are cleared by the Company.

As the Company is required to refund the deposit it has received from Oncor in the event of termination or non-delivery of the specific county’s full cleared 900 MHz Broadband Spectrum, it recorded the initial payment as contingent liability on the Company’s Consolidated Balance Sheets.

A reduction in the contingent liability and a gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the 900 MHz Broadband Spectrum and the associated broadband licenses to Oncor.

During the year ended March 31 2025, the Company transferred to Oncor the 900 MHz Broadband Spectrum and the associated broadband licenses related to four counties and received a milestone payment of $ 34.0 million.

In addition, the Company recorded a $ 2.9 million non-trade receivable on the Company’s Consolidated Balance Sheets related to reimbursable clearing costs and Anti-Windfall Payments made in connection with the transfer of the associated broadband licenses.

This resulted in the recognition of a gain on the sale of spectrum and derecognition of the contingent liability associated with the transferred counties.

See Note 7 Intangible Assets for further discussion on the sale of intangible assets.

As of March 31, 2025, the Company has classified $ 6.0 million as short-term contingent liability, based on the estimated timing of license delivery associated with the Oncor Agreement.

Xcel Energy Guaranty

In connection with Xcel Energy Agreement, the Company entered into a guaranty agreement, under which the Company guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations.

In connection with the Xcel Energy Agreement, the Company entered into a guaranty agreement, under which the Company guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations.

In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, the Company is required to refund payments it has received.

In addition, to the extent Anterix has performed any obligations, the Company’s liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations.

In addition, to the extent the Company has performed any obligations, the Company’s liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations.

The Company recorded $ 67.1 million in deferred revenue in connection with the prepayments received as of March 31, 2025.

The Company commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029.

As of March 31, 2024, the maximum potential liability of future undiscounted payments under this agreement is approximately $ 65.2 million.

As of March 31, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $ 62.0 million, reflecting a reduction in liability due to the obligations it has performed to date.

Defined Contribution Plan - Employer Contributions

The Company sponsors defined contribution plans (the “Plans”) that cover our employees following the completion of an eligibility period.

Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements.

The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan.

The Company records its portion of matching contributions within general and administrative expenses on the Company’s Consolidated Statement of Operations.

The Company contributed $ 0.5 million and $ 0.4 million for the years ended March 31, 2025 and 2024, respectively.

In addition to commitments and obligations in the ordinary course of business as reflected in the lease footnote above, the Company may be subject, from time to time, to various claims and pending and potential legal actions arising out of the normal conduct of its business.

9 unchanged sentences

Therefore, although management considers the likelihood of a material adverse outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period, the Company’s consolidated financial statements for that reporting period could be materially adversely affected.

Pandemic and Macroeconomic Conditions

Recent macroeconomic events, inflation, and geopolitical matters, have increased operating costs or resulted in delays in customer contracting or impacted the availability of equipment necessary for the deployment of the Company’s target customers’ planned PLTE projects.

Macroeconomic Conditions

Recent macroeconomic events, inflation, tariffs, and geopolitical matters, have increased operating costs or resulted in delays in customer contracting or impacted the availability of equipment necessary for the deployment of the Company’s target customers’ planned PLTE projects.

The Company continues to closely monitor these risks.

1 unchanged sentence

If the Company is not able to control its operating costs or if the Company’s commercialization efforts are slowed or negatively impacted, continued periods of high inflation could have a material adverse effect on the Company’s business, operating results and financial condition.

Subsequent Events

Oncor Agreement

On June 26, 2024, the Company entered into a license purchase agreement with Oncor Electric Delivery Company LLC (“Oncor”) for total estimated consideration of $ 102.5 million under which Oncor will purchase 900 MHz spectrum licenses covering 95 counties to deploy a private wireless broadband network in its transmission and distribution service area (the “Oncor Agreement”).

The timing and rights to milestone payments could vary as 900 MHz broadband licenses are granted by the FCC, broadband licenses are assigned to Oncor, and incumbents are cleared by the Company.

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 9A. Controls and Procedures