Anterix Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. Our management, under the supervision of our President and Chief Executive Officer and our Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on this assessment, our management determined that, as of March 31, 2025, we maintained effective internal control over financial reporting. Attestation Report on Internal Control over Financial Reporting Our management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that exempt certain smaller reporting companies, as that term is defined in Rule 12-b2 of the Exchange Act, from such requirement. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(d) of the Exchange Act, during the quarterly period ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our President and Chief Executive Officer and our Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and that the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Page 42 Table of Contents ITEM 9B. OTHER INFORMATION Director and Executive Officer Trading During the three months ended March 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K). ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. Page 43 Table of Contents PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information relating to our directors, executive officers and corporate governance, including our Code of Business Conduct, will be included in the proxy statement for our 2025 annual meeting of our stockholders, expected to be filed within 120 days of the end of our fiscal year, which is incorporated herein by reference. The full text of our Code of Business Conduct, which is the code of ethics that applies to all of our officers, directors and employees, can be found in the “Investors” section of our website accessible to the public at www.anterix.com. ITEM 11. EXECUTIVE COMPENSATION Information relating to our executive compensation will be included in the proxy statement for our 2025 annual meeting of our stockholders, expected to be filed within 120 days of the end of our fiscal year. This information (except for the disclosure under the heading “Pay-Verse-Performance”) is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information relating to the security ownership of certain beneficial owners and management will be included in the proxy statement for our 2025 annual meeting of our stockholders, expected to be filed within 120 days of the end of our fiscal year, which is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information relating to certain relationships and related transactions and director independence will be included in the proxy statement for our 2025 annual meeting of our stockholders, expected to be filed within 120 days of the end of our fiscal year, which is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information relating to principal accountant fees and services will be included in the proxy statement for our 2025 annual meeting of our stockholders, expected to be filed within 120 days of the end of our fiscal year, which is incorporated herein by reference. Page 44 Table of Contents PART IV. ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (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) Consolidated Balance Sheets as of March 31, 2025 and 2024 Consolidated Statements of Operations for the Years Ended March 31, 2025 and 2024 Consolidated Statements of Stockholders’ Equity for the Years Ended March 31, 2025 and 2024 Consolidated Statements of Cash Flows for the Years Ended March 31, 2025 and 2024 Notes to Consolidated Financial Statements (a)(2) All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted. (a)(3) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report. Exhibit No. Description of Exhibit 3.1 Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 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)). 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 Current Report on Form 8-K, filed with the SEC on November 5, 2015 and incorporated herein by reference (File No. 001-36827)). 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 Current Report on Form 8-K, filed with the SEC on August 6, 2019 and incorporated herein by reference (File No. 001-36827)). 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. 001-36827)). 3.2.2 Amendment No. 1 to the 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 May 8, 2020 and incorporated herein by reference (File No. 001-36827)). 4.1 Form of Common Stock Certificate of the Company (filed as Exhibit 4.1 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)). 4.2 Description of Common Stock (filed as Exhibit 4.5 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. 001-36827)). 10.1+ 2004 Stock Plan, as amended (filed as Exhibit 10.1 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)). 10.2+ Form of Stock Option Agreement under 2004 Stock Plan (filed as Exhibit 10.2 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)). 10.3+ 2010 Stock Plan, as amended (filed as Exhibit 10.3 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)). 10.4+ 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 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)). 10.6+ 2014 Stock Plan (filed as Exhibit 10.6 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)). 10.7+ Executive Form of Notice of Grant of Stock Option and Stock Option Agreement under 2014 Stock Plan (filed as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended March 31, 2015, filed with the SEC on June 10, 2015 and incorporated herein by reference (File No. 001-36827)). Page 45 Table of Contents 10.8+ Non-Employee Director Form of Notice of Grant of Stock Option and Stock Option Agreement under 2014 Stock Plan (filed as Exhibit 10.8 to the Annual Report on Form 10-K for the year ended March 31, 2015, filed with the SEC on June 10, 2015 and incorporated herein by reference (File No. 001-36827)). 10.9+ Non-Employee Director Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under 2014 Stock Plan (filed as Exhibit 10.9 to the Annual Report on Form 10-K for the year ended March 31, 2015, filed with the SEC on June 10, 2015 and incorporated herein by reference (File No. 001-36827)). 10.10+ Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under 2014 Stock Plan (filed as Exhibit 10.8 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)). 10.11+ Form of Indemnification Agreement by and among the Company and its officers and directors (filed as Exhibit 10.9 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)). 10.12† Asset Purchase Agreement, dated May 13, 2014, by and among the Company, and FCI 900, Inc., ACI 900, Inc., Machine License Holding, LLC, Nextel WIP License Corp., and Nextel License Holdings 1, Inc. (filed as Exhibit 10.14 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)). 10.13 Letter Amendment to the Asset Purchase Agreement, dated May 28, 2014, by and among the Company and FCI 900, Inc., ACI 900, Inc., Machine License Holding, LLC, Nextel WIP License Corp., and Nextel License Holdings 1, Inc. (filed as Exhibit 10.15 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)). 10.14† Management Services Agreement, dated September 15, 2014, by and between the Company and Sprint Spectrum, L.P. (filed as Exhibit 10.18 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)). 10.15† 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)). 10.16† Spectrum Rights Agreement, dated September 8, 2014, by and between PDV Spectrum Holding Company, LLC and Motorola Solutions, Inc. (filed as Exhibit 10.20 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)). 10.17+# 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. 001-36827)). 10.19+ Executive Form of Performance-Based Stock Option Agreement and Grant Notice under the 2014 Stock Plan (filed as Exhibit 10.1 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 (File No. 001-36827)). 10.20+ Executive Form of Performance-Based Restricted Stock Units Agreement and Grant Notice under the 2014 Stock Plan (filed as Exhibit 10.2 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 (File No. 001-36827)). 10.21+ Non-Employee Director Form of Restricted Stock Award Agreement and Grant Notice under the 2014 Stock Plan (filed as Exhibit 10.3 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 (File No. 001-36827)). 10.22+ Executive Form of Time-Based Stock Option Agreement and Grant Notice under the 2014 Stock Plan (filed as Exhibit 10.4 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 (File No. 001-36827)). 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). 10.25^ 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. 001-36827)). 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. 001-36827)). 10.27+ Senior Executive Form of Performance-Based Restricted Stock Units Agreement and Grant Notice (2021 Short-Term Incentive Plan) under the 2014 Stock Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 16, 2020 and incorporated herein by reference (File No. 001-36827)). Page 46 Table of Contents 10.28+ Executive Form of Performance-Based Restricted Stock Units Agreement and Grant Notice (2021 Short-Term Incentive Plan) under the 2014 Stock Plan (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 16, 2020 and incorporated herein by reference (File No. 001-36827)). 10.29+ Amendment No. 1 to 2014 Stock Plan, dated June 14, 2021 (filed as Exhibit 10.40 to the Annual Report on Form 10-K for the year ended March 31, 2021, filed with the SEC on June 15, 2021 and incorporated herein by reference (File No. 001-36827)). 10.30+ Anterix Inc. 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. 001-36827)). 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. 001-36827)). 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. 001-36827)). 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. 001-36827)). 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. 001-36827)). 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. 001-36827)). 19.1# Insider Trading Policy. 21.1# Subsidiaries of Registrant. 23.1# Consent of Grant Thornton LLP Independent Registered Public Accounting Firm relating to the Consolidated Financial Statements of the Company, dated June 26, 2024. 24.1# Power of Attorney (included on signature page hereto). 31.1# Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15-d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2# Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14 and 15-d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1#* Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. 001-36827)). 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) ______________________ + Management Contract or Compensatory Plan. † Portions of this exhibit have been omitted pursuant to a request for confidential treatment pursuant to either Rule 406 under the Securities Act or Rule 24b-2 of the Exchange Act which request has been granted by the SEC. ^ Certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. # Filed herewith. * The certification furnished in Exhibit 32.1 hereto is deemed to accompany this Annual Report and will not be deemed “filed” for purposes of Section 18 of the Exchange Act except to the extent that the Registrant specifically incorporates it by reference. Page 47 Table of Contents ITEM 16. FORM 10-K SUMMARY None. Page 48 Table of Contents SIGNATURES 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. Anterix Inc. By: /s/ Scott A. Lang Scott A. Lang President and Chief Executive Officer (Principal Executive Officer) 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. Pursuant to the requirements of the Securities Act of 1933, this Annual Report has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Scott A. Lang President and Chief Executive Officer (Principal Executive Officer) June 24, 2025 Scott A. Lang /s/ Timothy A. Gray Chief Financial Officer (Principal Financial and Accounting Officer) June 24, 2025 Timothy A. Gray /s/ Thomas Kuhn Executive Chairman of the Board June 24, 2025 Thomas Kuhn /s/ Leslie B. Daniels Director June 24, 2025 Leslie B. Daniels /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 Mahvash Yazdi /s/ Jeffrey Altman Director June 24, 2025 Jeffrey Altman Page 49 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS For the Years ended March 31, 2025 and 2024 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F- 2 Consolidated Balance Sheets as of March 31, 2025 and 2024 F- 3 Consolidated Statements of Operations for the Years Ended March 31, 2025 and 2024 F- 4 Consolidated Statements of Stockholders’ Equity for the Years Ended March 31, 2025 and 2024 F- 5 Consolidated Statements of Cash Flows for the Years Ended March 31, 2025 and 2024 F- 6 Notes to Consolidated Financial Statements F- 7 Page F- 1 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Anterix Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Anterix Inc. (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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters 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. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2018. New York, New York June 24, 2025 Page F- 2 Table of Contents Anterix Inc. Consolidated Balance Sheets March 31, 2025 and 2024 (in thousands, except share and per share data) March 31, 2025 March 31, 2024 ASSETS Current assets Cash and cash equivalents $ 47,374 $ 60,578 Non-trade receivable 2,926 — Spectrum receivable 7,107 8,521 Escrow deposits 547 — Prepaid expenses and other current assets 2,801 3,912 Total current assets 60,755 73,011 Escrow deposits 7,103 7,546 Property and equipment, net 1,302 2,062 Right of use assets, net 4,829 4,432 Intangible assets 228,983 216,743 Deferred broadband costs 28,944 19,772 Other assets 1,188 1,328 Total assets $ 333,104 $ 324,894 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and other accrued expenses $ 9,075 $ 8,631 Accrued severance and other related charges 2,265 — Due to related parties 30 — Operating lease liabilities 1,643 1,850 Contingent liability 8,093 1,000 Deferred revenue 6,095 6,470 Total current liabilities 27,201 17,951 Operating lease liabilities 3,747 3,446 Contingent liability 15,336 15,000 Deferred revenue 118,577 115,742 Deferred gain on sale of intangible assets 4,911 4,911 Deferred income tax 6,606 6,281 Other liabilities 125 531 Total liabilities 176,503 163,862 Commitments and contingencies Stockholders’ equity Preferred stock, $ 0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at March 31, 2025 and March 31, 2024 — — Common stock, $ 0.0001 par value per share, 100,000,000 shares authorized and 18,612,804 shares issued and outstanding at March 31, 2025 and 18,452,892 shares issued and outstanding at March 31, 2024 2 2 Additional paid-in capital 548,542 533,203 Accumulated deficit ( 391,943 ) ( 372,173 ) Total stockholders’ equity 156,601 161,032 Total liabilities and stockholders’ equity $ 333,104 $ 324,894 See accompanying notes to consolidated financial statements. Page F- 3 Table of Contents Anterix Inc. Consolidated Statements of Operations Years Ended March 31, 2025 and 2024 (in thousands, except share and per share data) 2025 2024 Spectrum revenue $ 6,031 $ 4,191 Operating expenses General and administrative 42,671 44,423 Sales and support 6,110 5,693 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 on exchange of intangible assets, net ( 22,799 ) ( 35,024 ) Gain on sale of intangible assets, net ( 18,294 ) ( 7,364 ) Loss from disposal of long-lived assets, net 3 44 Loss from operations ( 11,714 ) ( 10,122 ) Interest income 2,159 2,374 Other income 75 233 Loss before income taxes ( 9,480 ) ( 7,515 ) Income tax expense 1,892 1,613 Net loss $ ( 11,372 ) $ ( 9,128 ) Net loss per common share basic and diluted $ ( 0.61 ) $ ( 0.49 ) Weighted-average common shares used to compute basic and diluted net loss per share 18,562,446 18,765,190 See accompanying notes to consolidated financial statements. Page F- 4 Table of Contents Anterix Inc. Consolidated Statements of Stockholders’ Equity Years Ended March 31, 2025 and 2024 (in thousands) Number of Shares Common stock Common stock Additional paid-in capital Accumulated deficit Total Balance at March 31, 2023 18,922 $ 2 $ 518,160 $ ( 338,369 ) $ 179,793 Stock compensation expense — — 15,507 — 15,507 Restricted shares issued 247 — — — — Stock option exercises 59 — 777 — 777 Shares withheld for taxes ( 39 ) — ( 1,241 ) — ( 1,241 ) Retirement of common stock ( 736 ) — — ( 24,676 ) ( 24,676 ) Net loss — — — ( 9,128 ) ( 9,128 ) Balance at March 31, 2024 18,453 2 533,203 ( 372,173 ) 161,032 Stock compensation expense — — 13,531 — 13,531 Restricted shares issued 271 — — — — Stock option exercises 184 — 3,651 — 3,651 Shares withheld for taxes ( 50 ) — ( 1,843 ) — ( 1,843 ) Retirement of common stock ( 245 ) — — ( 8,398 ) ( 8,398 ) Net loss — — — ( 11,372 ) ( 11,372 ) Balance at March 31, 2025 18,613 $ 2 $ 548,542 $ ( 391,943 ) $ 156,601 See accompanying notes to consolidated financial statements. Page F- 5 Table of Contents Anterix Inc. Consolidated Statements of Cash Flows Years Ended March 31, 2025 and 2024 (in thousands) 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 11,372 ) $ ( 9,128 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation and amortization 548 844 Stock compensation expense 13,531 15,507 Deferred income taxes 325 841 Right of use assets 1,657 1,512 Gain on exchange of intangible assets, net ( 22,799 ) ( 35,024 ) Gain on sale of intangible assets, net ( 18,294 ) ( 7,364 ) Loss from disposal of long-lived assets, net 3 44 Changes in operating assets and liabilities Non-trade receivable ( 2,926 ) — Prepaid expenses and other assets 1,126 ( 1,171 ) Accounts payable and other accrued expenses 550 1,936 Accrued severance and other related charges 2,265 — Due to related parties 30 ( 533 ) Operating lease liabilities ( 1,960 ) ( 1,924 ) Contingent liability 5,999 15,000 Deferred revenue 2,460 61,453 Other liabilities ( 406 ) — Net cash (used in) provided by operating activities ( 29,263 ) 41,993 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of intangible assets, including refundable deposits, retuning costs and swaps ( 18,095 ) ( 17,031 ) Proceeds from sale of spectrum 40,935 25,427 Purchases of equipment ( 87 ) ( 307 ) Net cash provided by investing activities 22,753 8,089 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from stock option exercises 3,651 777 Repurchases of common stock ( 8,398 ) ( 24,676 ) Payments of withholding tax on net issuance of restricted stock ( 1,843 ) ( 1,241 ) Net cash used in financing activities ( 6,590 ) ( 25,140 ) Net change in cash and cash equivalents and restricted cash ( 13,100 ) 24,942 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents and restricted cash at beginning of the year 68,124 43,182 Cash and cash equivalents and restricted cash at end of the year $ 55,024 $ 68,124 The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Balance Sheets that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows: March 31, 2025 March 31, 2024 Cash and cash equivalents $ 47,374 $ 60,578 Escrow deposits 7,650 7,546 Total cash and cash equivalents and restricted cash $ 55,024 $ 68,124 See accompanying notes to consolidated financial statements. Page F- 6 Table of Contents Anterix Inc. Notes to Consolidated Financial Statements 1. 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’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. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico, the Company is uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations. The Company is focused on commercializing its spectrum assets and expanding the benefits and solutions it offers to enable the Company’s targeted utility and critical infrastructure customers to deploy private broadband networks. The Company was originally incorporated in California in 1997 and reincorporated in Delaware in 2014. In November 2015, the Company changed its name from Pacific DataVision, Inc. to pdvWireless, Inc. In August 2019, the Company changed its name from pdvWireless, Inc. to Anterix Inc. The Company maintains offices in Woodland Park, New Jersey, McLean, Virginia and Abilene, Texas. Business Developments 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. O’Brien. 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. Page F- 7 Table of Contents 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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. 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. All significant intercompany accounts and transactions have been eliminated in consolidation. Segments 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 All highly liquid investments with maturities of three months or less at the time of purchase are considered cash equivalents. Cash equivalents are stated at cost, which approximates the quoted market value and includes amounts held in money market funds. Restricted cash includes amounts classified as escrow deposits. Concentration of Credit Risk and Significant Customers Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. 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 Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the applicable lease term. The carrying amount at the balance sheet date of long-lived assets under construction in process includes assets purchased, constructed, or being developed internally that are not yet in service. Depreciation commences when the assets are placed in service. Depreciation rates for assets are updated periodically to account for changes, if any, in the estimated useful lives of the assets, lease terms, management’s strategic objectives, estimated residual values or obsolescence. Changes in estimates will result in adjustments to depreciation expense prospectively. Accounting for Asset Retirement Obligations 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. The Company entered into long-term leasing arrangements primarily for tower site locations. 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 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, 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. Page F- 8 Table of Contents 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): 2025 2024 Balance at beginning of the year $ 632 $ 543 Liabilities settled ( 5 ) — Revision of estimate ( 112 ) 85 Accretion expense 5 4 Balance at end of the year 520 632 Less amount classified as current - included in accounts payable and other accrued expenses 395 101 Noncurrent liabilities - included in other liabilities $ 125 $ 531 Intangible Assets Intangible assets are wireless licenses that are used to provide the Company with the exclusive right to utilize designated radio frequency spectrum to provide wireless communication services. 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 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. As a result, the Company has determined that the wireless licenses should be treated as an indefinite-lived intangible asset. The Company will evaluate the useful life determination for its wireless licenses each year to determine whether events and circumstances continue to support their treatment as an indefinite useful life asset. Evaluation of Indefinite-Lived Intangible Assets for Impairment The Company determined that its unit of accounting should be based on geographic markets and deal markets. Unit of accounting of wireless licenses not associated with closed deals is based on geographic markets. Unit of accounting of wireless licenses associated with closed deals is based on the deal markets. The Company’s wireless licenses not associated with closed deals are tested for impairment based on the geographic markets, as the Company will be utilizing the existing wireless narrowband licenses, or broadband licenses if applicable, as part of facilitating broadband spectrum networks at a geographic market level. The Company’s wireless licenses associated with closed deals are tested for impairment based at the deal market level. The Company may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value. If the Company does not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, the Company will calculate the estimated fair value of the intangible asset. 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 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 At times, the Company enters into agreements to exchange or cancel spectrum licenses. Upon entering into the arrangement, if the transaction has been deemed to have commercial substance, spectrum licenses are reviewed for impairment. The licenses are exchanged or cancelled at their carrying value and adjusted for any gain or loss recognized. 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 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 Page F- 9 Table of Contents 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 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 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. If it is determined that there is an impairment, the Company will expense the assets to the extent of the potential loss. Upon exchanging the Company’s narrowband licenses for broadband licenses, the Company will transfer the deferred broadband costs to intangible assets. Long-Lived Assets and Right of Use Assets Impairment 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. When the carrying amount of the asset groups are not recoverable and exceeds its fair value, an impairment loss is recognized equal to the excess of the asset group’s carrying value over the estimated fair value. There were no impairment charges during the years ended March 31, 2025 and 2024. Fair Value Measurement A Level 1, Level 2 or Level 3 fair value hierarchy is used to categorize fair value amounts depending on the quality of inputs used to measure the fair value. 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 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. The Company uses appropriate valuation techniques for the fair values of the applicable assets or liabilities based on the available inputs. When available, the Company measures fair value using Level 1 inputs as they generally provide the most reliable evidence of fair value. The inputs may fall into different levels within the hierarchy in some valuations. In these cases, the fair value hierarchy of the asset or liability level is based on the lowest level of input that is significant to the fair value measurements. Financial Instruments 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 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 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. 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. As the discount rate implied in the Company’s leases is not readily determinable, the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms. Page F- 10 Table of Contents Revenue Recognition Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, Revenue from Contracts with Customers (“ASC 606”). A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied, which typically occurs when the services are rendered. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. It generally determines standalone selling prices based on the prices charged to customers under contracts involving only the relevant performance obligation. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including services provided at no additional charge. For the Company’s customer agreements, most of the performance obligations involve delivering leased spectrum on a county-by-county basis and are generally satisfied over time as services are provided. 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 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. The Company expects that the period between the transfer of a promised good or service to a customer and the customer payment for that good or service will not constitute a significant financing component. Most of the Company’s spectrum agreements have milestone payments, which align the payment schedule with the clearing and delivery of broadband spectrum. The Company may be entitled to receive an initial deposit, which is not considered a significant financing component because it is used to obtain exclusive rights to the spectrum upon clearing and delivery. As a result, the prepayment structure does not result in a financing component as it mitigates the risk for both parties and secures the exclusive use of the Company’s 900 MHz Broadband Spectrum. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company determined that certain sales commissions met the requirements to be capitalized and were recorded as an asset upon the Company’s adoption of ASC 606. For the years ended March 31, 2025 and 2024, the Company capitalized commission costs required to obtain long-term 900 MHz Broadband Spectrum lease agreements which will be amortized over the contractual term. Contract Assets and Liabilities The Company records a contract asset when the Company has satisfied a performance obligation but does not yet have an unconditional right to consideration. Contract assets are included in prepaid expenses and other current assets in the Consolidated Balance Sheets. The Company will review the contract asset on a periodic basis to determine if an impairment exists as a result of a potential credit loss exposure. If it is determined that there is an impairment, the Company will expense the contract asset to the extent of the potential credit loss. 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 Consolidated Balance Sheets. Product Development Costs The Company charges all product and development costs to expense as incurred. Types of expense incurred in product and development costs include employee compensation, consulting, travel, equipment and technology costs. Advertising and Promotional Expense The Company expenses advertising and promotional costs as incurred. Advertising and promotional expense was approximately $ 109,000 and $ 62,000 for the years ended March 31, 2025 and 2024, respectively. Stock Compensation 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 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 Page F- 11 Table of Contents 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. Additionally, the Company’s Compensation Committee (the “Compensation Committee”) adopted an Executive Severance Plan (the “Severance Plan”) in February 2015, which was amended in February 2019, and the Company subsequently entered into Severance Plan Participation Agreements with its executive officers. In addition to providing participants with severance payments, the Severance Plan provides for accelerated vesting and extends the exercise period for outstanding equity awards if the Company terminates a participant’s service for reasons other than cause, death or disability or the participant terminates his or her service for good reason, whether before or after a change of control (each of such terms as defined in the Severance Plan). In addition to the Severance Plan, the equity awards issued to the Company’s President and Chief Executive Officer provide for accelerated vesting upon termination of service for reasons other than cause or a resignation for good reason; involuntary termination in connection with a change in control; or a change in control with a purchase price at or above $ 100 per share (each of such terms defined in the equity award agreements). To calculate option-based compensation, the Company uses the Black-Scholes option valuation model. The compensation cost for the stock options with a graded vesting schedule is recognized using an accelerated method over the explicit vesting period. Stock options have a maximum term of ten years from the date they are granted, and vest over a requisite service period of three years , or four years for grants prior to November 2020, subject to acceleration in certain circumstances. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by assumptions regarding a number of subjective variables. These variables include the expected volatility of the Company’s stock price, which is based on the weighted-average historical volatility of its stock, expected term, which is based on option history with adjustments for vesting schedule and contractual terms, risk-free interest rate, which is based on the treasury zero-coupon yield appropriate for the term of the option-based award as of the grant date; and expected dividends as applicable, which is zero, as the Company has never paid any cash dividends. Any future determination to pay dividends will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as the Board deems relevant in its sole discretion. Therefore, the Company uses an expected dividend yield of zero in the option-pricing model. The fair value of restricted stock, restricted stock units and performance units without market conditions are measured based upon the quoted closing market price for the stock on the date of grant. 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 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. The Company uses a Monte Carlo simulation model to determine the fair value of performance units with market condition at grant date. The Monte Carlo simulation model is based on a discounted cash flow approach, with the simulation of a large number of possible stock price outcomes for the Company’s stock and the target composite index. The use of the Monte Carlo simulation model requires the input of a number of assumptions including expected volatility of the Company’s stock price, which is based on the weighted-average historical volatility of its stock; correlation between changes in the Company’s stock price and changes in the target composite index, which is based on the historical relationship between the Company’s stock price and the target composite index average; risk-free interest rate, which is based on the treasury zero-coupon yield appropriate for the term of the performance unit as of the grant date; and expected dividends as applicable, which is zero, as the Company has never paid any cash dividends. Any future determination to pay dividends will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as the Board deems relevant in its sole discretion. Therefore, the Company has used an expected dividend yield of zero in the Monte Carlo simulation model. The compensation cost for the performance units with market condition is recognized ratably over the service period. 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 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 Page F- 12 Table of Contents 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 From time to time, the Company may acquire its common stock through share repurchases or option exercise swaps and return these shares to authorized and unissued. If the Company elects to retire these shares, the Company’s policy is to allocate a portion of the repurchase price to par value of common stock with the excess over par value allocated to accumulated deficit. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities as well as from net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is established when it is estimated that it is more likely than not that the tax benefit of a deferred tax asset will not be realized. Changes in valuation allowance for the years ended March 31, 2025 and 2024 are summarized below (in thousands): 2025 2024 Balance at beginning of the year $ 89,742 $ 85,984 Charged to costs and expenses 325 842 Changes in net loss carryforward and other 211 2,916 Balance at end of the year $ 90,278 $ 89,742 Accounting for Uncertainty in Income Taxes The Company recognizes the effect of tax positions only when they are more likely than not to be sustained. Management has determined that the Company had no uncertain tax positions that would require financial statement recognition or disclosure. The Company is no longer subject to U.S. federal, state or local income tax examinations for periods prior to 2019. When applicable, the Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. Net Loss Per Share of Common Stock 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, 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. Because the Company has reported a net loss for the years ended March 31, 2025 and 2024 diluted net loss per common share is the same as basic net loss per common share for those periods. Common stock equivalents resulting from potentially dilutive securities approximated 221,802 and 241,629 and at March 31, 2025 and 2024 respectively, and have not been included in the dilutive weighted average shares of common stock outstanding, as their effects are anti-dilutive. Recently Issued Accounting Pronouncements 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. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures. This update is effective for annual periods beginning after December 15, 2024. The Company has not yet determined the impact of this pronouncement on its consolidated financial statements and related disclosures. In March 2024, the FASB issued ASU 2024-02, Codification Improvements: this Codification amendment was issued to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply Page F- 13 Table of Contents 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): 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 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. 3. Revenue 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): 2025 2024 Spectrum revenue 900 MHz Broadband Spectrum Revenue Ameren $ 737 $ 609 Evergy 1,542 966 Xcel Energy (1) 3,205 1,887 Narrowband Spectrum Revenue Motorola 547 729 Total spectrum revenue (2) $ 6,031 $ 4,191 1. 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. 2. 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 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 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. The Company is working with the remaining incumbents to clear the 900 MHz Broadband Spectrum allocation in Ameren’s service territory. In August 2021, the FCC granted the first 900 MHz broadband leases to the Company for several counties in Ameren’s service territory, for which the Ameren Agreements were also subsequently approved by the FCC. 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 Page F- 14 Table of Contents 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. The Evergy Agreement is for an initial term of 20 years with two 10-year renewal options for additional payments. Prepayment in full of the $ 30.2 million for the 20-year initial term, which was due and payable within thirty ( 30 ) days after execution of the Evergy Agreement, was received by the Company in October 2021. During the year ended March 31, 2024, the Company cleared the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement. 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. 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. The Xcel Energy Agreement allows Xcel Energy to deploy a PLTE network to support its grid modernization initiatives for the benefit of its approximately 3.7 million electricity customers and 2.1 million natural gas customers. The scheduled prepayments for the 20-year initial term of the Xcel Energy Agreement total $ 80.0 million, of which $ 8.0 million was received 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. 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. The Company is working with the remaining incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories. 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 the respective county, over the contractual term of approximately 20 years. 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. The scheduled prepayments for the 20-year initial terms of the TECO Agreement total $ 34.5 million, of which $ 6.9 million was received by the Company in December 2023. The remaining prepayments for the 20-year initial term are due by fiscal year 2026, per the terms of the TECO Agreement and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases. The Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation in TECO service territories. The payments of prepaid fees under the TECO 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 the respective county, over the contractual term of approximately 20 years. Narrowband Spectrum Revenue In September 2014, Motorola paid the Company an upfront, fully paid fee of $ 7.5 million in order to use a portion of the Company’s narrowband spectrum licenses. 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 . Page F- 15 Table of Contents Capitalized Contract Costs 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): 2025 2024 Balance at the beginning of the year $ 1,027 $ 870 Additions 339 199 Amortization ( 125 ) ( 42 ) Balance at the end of the year 1,241 1,027 Less amount classified as current assets (1) ( 132 ) ( 580 ) Noncurrent assets (1) $ 1,109 $ 447 1. 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 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): 2025 2024 Balance at the beginning of the year $ 122,212 $ 60,759 Net additions (1) 8,491 65,644 Revenue recognized ( 6,031 ) ( 4,191 ) Balance at the end of the year 124,672 122,212 Less amount classified as current liabilities (2) ( 6,095 ) ( 6,470 ) Noncurrent liabilities (2) $ 118,577 $ 115,742 1. Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum revenue agreements, net of delivery delay adjustments. 2. Current liabilities and noncurrent liabilities are recorded as deferred revenue on the Company’s Consolidated Balance Sheets. Remaining Performance Obligations Revenue allocated to remaining performance obligations of the Company’s contracts represent contracted revenue that will be recognized in future periods. Total performance obligations include deferred revenue (i.e., contract liabilities) as well as amounts that will be invoiced and recognized in future periods. 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. 4. 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. Page F- 16 Table of Contents 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): 2025 2024 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) 5,878 5,260 Adjusted product development (3) 5,489 5,275 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 ) 1. 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. 2. Adjusted sales and support includes expenses related to sales and marketing functions. 3. Adjusted product development includes expenses related to technology and product development functions. 4. 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. 5. 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 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. All interest and other income earned shall be allocated to the Company, payable with the final distribution of the escrow funds. The escrow funds shall be distributed upon written request by both the Company and LCRA pursuant to the terms within the LCRA Agreement. 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. 6. Property and Equipment Property and equipment consists of the following at March 31, 2025 and 2024 (in thousands): Estimated useful life 2025 2024 Network sites and equipment 5 - 10 years $ 9,614 $ 11,287 Computer software 1 - 7 years 861 863 Computer equipment 5 - 7 years 303 318 Furniture and fixture and other equipment 2 - 5 years 489 480 Leasehold improvements Shorter of the lease term or 10 years 819 819 12,086 13,767 Less accumulated depreciation 10,784 11,705 Property and equipment, net $ 1,302 $ 2,062 Page F- 17 Table of Contents Depreciation expense for the years ended March 31, 2025 and 2024 amounted to approximately $ 0.5 million and $ 0.8 million respectively. There were no impairment charges during the years ended March 31, 2025 and 2024. 7. Intangible Assets Wireless licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, or more frequently if an event indicates that the asset might be impaired. There were no impairment charges related to the Company’s indefinite-lived intangible assets during the years ended March 31, 2025 and 2024. Intangible assets consist of the following at March 31, 2025 and 2024 (in thousands): 2025 2024 Balance at the beginning of the year $ 216,743 $ 202,044 Acquisitions and transfers 12,082 12,077 Sale of intangible assets ( 22,641 ) ( 32,402 ) Exchanges - licenses received 27,030 43,700 Exchanges - licenses surrendered ( 4,231 ) ( 8,676 ) Balance at the end of the year $ 228,983 $ 216,743 Purchases of intangible assets, including refundable deposits, retuning costs and swaps 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 U.S. Treasury Department. 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. 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. The final payments for license purchases or Anti-Windfall Payments are recorded as intangible assets on the Company’s Consolidated Balance Sheets. Broadband License Exchanges 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 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. 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 $ 35.0 million, for the year ended March 31, 2024. Broadband License Sale 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. During the quarter ended December 31, 2023, the Company transferred to SDG&E the remainder of the cleared 900 MHz Broadband Spectrum and the associated broadband license to Imperial County for total cumulative payments of $ 0.7 million. As a result, the Company recognized a reduction in intangible assets of $ 0.6 million and recorded a $ 32 thousand gain on sale of intangible assets on the Company’s Consolidated Statements of Operations. Page F- 18 Table of Contents As part of the SDG&E Agreement, SDG&E has an option to pursue additional spectrum with the Company. 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. 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. 8. 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): 2025 2024 Accounts payable $ 1,130 $ 696 Accrued employee related expenses 5,079 5,017 Accrued expenses 1,582 1,747 Accrued taxes 890 948 Other 394 223 Total accounts payable and other accrued expenses $ 9,075 $ 8,631 9. 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): 2025 Balance at March 31, 2024 $ — Cash accruals 2,714 Cash payments ( 449 ) Balance at March 31, 2025 2,265 Page F- 19 Table of Contents 10. Related Party Transactions 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. 11. Leases 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. The lease expiration dates range from April 9, 2025 to March 25, 2032. Substantially all of the Company’s leases are classified as operating leases. Operating lease agreements are required to be recognized on the Company’s Consolidated Balance Sheets as right of use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Weighted-average remaining lease term and incremental borrowing rate for the Company’s operating leases are as follows: 2025 2024 Weighted average term - operating lease liabilities 3.71 years 3.59 years Weighted average incremental borrowing rate - operating lease liabilities 8 % 9 % The following table presents total lease cost for the years ended March 31, 2025 and 2024 (in thousands): 2025 2024 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. Page F- 20 Table of Contents The following table presents supplemental balance sheet information as of March 31, 2025 and 2024 (in thousands): 2025 2024 Non-current assets - right of use assets, net $ 4,829 $ 4,432 Current liabilities - operating lease liabilities $ 1,643 $ 1,850 Non-current liabilities - operating lease liabilities $ 3,747 $ 3,446 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 Leases 2026 $ 1,983 2027 1,590 2028 1,260 2029 708 2030 322 After 2030 356 Total future minimum lease payments 6,219 Amount representing interest ( 829 ) Present value of net future minimum lease payments $ 5,390 12. Income Taxes For the year ended March 31, 2025, the Company had federal and state NOL carryforwards of approximately $ 275.1 million and $ 207.0 million respectively. Of these federal and state NOLs, approximately $ 34.0 million and $ 166.6 million, respectively, are expiring in various amounts from 2025 through 2037. The remaining federal and state NOLs of approximately $ 241.1 million and $ 40.3 million, respectively, have an indefinite life but the federal NOLs may only offset 80% of taxable income when used. For the year ended March 31, 2024, the Company incurred federal and state operating losses of approximately $ 307.3 million and $ 212.0 million, respectively, to offset future taxable income of which $ 241.1 million federal NOL and $ 42.9 million of state NOLs can be carried forward indefinitely but can only offset 80% of taxable income when used. The Company has net deferred tax assets, before applying the valuation allowance, of approximately $ 83.6 million and $ 83.5 million relating principally to the NOLs as of March 31, 2025 and 2024, respectively. Federal NOL carryforwards may be subject to limitations as a result of the change in ownership that occurred in the year ended March 31, 2015, as defined under Internal Revenue Code Section 382. State NOL carryforwards are subject to limitations which differ from federal law in that they may not allow the carryback of net operating losses and have shorter carryforward periods. Accounting Standards Codification Topic 740, Income Taxes, requires that a valuation allowance be recorded to reduce deferred tax assets when it is more likely than not that the tax benefit of the deferred tax assets will not be realized. The evaluation includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. In situations where a three-year cumulative loss condition exists, accounting standards limit the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets. Since inception, the Company has mainly incurred tax losses which represents significant negative evidence toward the realizability of its deferred tax assets. Therefore, the Company continues to apply a full valuation allowance against its deferred tax assets as of March 31, 2025 and 2024, with the exception of the net deferred tax liability of approximately $ 6.6 million and $ 6.3 million, respectively, regarding indefinite-lived intangibles. Page F- 21 Table of Contents For Fiscal 2025, analysis of the state NOL carryforwards revealed that most of them are not indefinite. 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 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. As required by U.S. GAAP, the Company will continue to assess the likelihood that the deferred tax assets will be realizable in the future and the valuation allowance will be adjusted accordingly. The tax benefits relating to any reversal of the valuation allowance on the net deferred tax assets in a future period will be recognized as a reduction of future income tax expense in that period. Net deferred tax assets and liabilities consist of the following as of March 31, 2025 and 2024 (in thousands): 2025 2024 Deferred tax asset Property and equipment $ 748 $ 503 Accrued expenses 346 1,080 Deferred revenue 26,852 12,828 Asset retirement obligations 16 14 Net operating loss carryforward 70,267 77,308 Operating lease liabilities 1,529 1,437 Charitable contributions carryforward 3 3 Stock compensation expense 4,302 8,034 Total deferred tax asset 104,063 101,207 Deferred tax liability Right of use assets ( 1,345 ) ( 1,189 ) Indefinite-lived intangible assets ( 19,046 ) ( 16,557 ) Total deferred tax liability ( 20,391 ) ( 17,746 ) Total deferred tax assets and liabilities 83,672 83,461 Valuation allowance ( 90,278 ) ( 89,742 ) Net deferred tax assets and liabilities $ ( 6,606 ) $ ( 6,281 ) The components of the income tax expense for the years ended March 31, 2025 and 2024 are as follows (in thousands): 2025 2024 Current: Federal $ — $ — State 1,567 772 Total current 1,567 772 Deferred: Federal 621 432 State ( 296 ) 409 Total deferred 325 841 Total income tax expense $ 1,892 $ 1,613 Page F- 22 Table of Contents The differences between the United States federal statutory tax rate and the Company’s effective tax rate for the years ended March 31, 2025 and 2024 are as follows (in thousands): 2025 2024 Statutory federal tax $ ( 1,991 ) 21 % $ ( 1,578 ) 21 % State income taxes, net of federal benefit 952 - 10 % 1,023 - 14 % Incentive stock option expense ( 195 ) 2 % ( 46 ) 1 % Other permanent differences ( 61 ) 1 % ( 11 ) 0 % 162M executive compensation limit 5,001 - 53 % 78 - 1 % Change in valuation allowance - Federal ( 1,692 ) 18 % 1,866 - 25 % Prior year adjustments ( 122 ) 1 % 281 - 3 % $ 1,892 - 20 % $ 1,613 - 21 % 13. Stock Compensation 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. As of the Effective Date, no additional awards may be granted under the Anterix Inc. 2014 Stock Plan (the “2014 Stock Plan”). 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, 2025, under the 2023 Stock Plan, 887,626 Shares are available for future issuance. Restricted Stock and Restricted Stock Units A summary of non-vested restricted stock activity for the year ended March 31, 2025 is as follows: Restricted Stock Weighted Average Grant Day Fair Value Non-vested restricted stock outstanding at March 31, 2024 502,574 $ 43.19 Granted 33,834 34.30 Vested ( 227,208 ) 43.80 Forfeited ( 39,401 ) 43.96 Non-vested restricted stock outstanding at March 31, 2025 269,799 $ 41.47 The following table reflects activity related to the Company’s restricted stock for the years ended March 31, 2025 and 2024: 2025 2024 Weighted-average grant-date fair value per unit granted $ 34.30 $ 33.45 Fair value of restricted stock units vested (in thousands) $ 9,951 $ 10,918 Stock compensation expense related to restricted stock was approximately $ 7.9 million for the year ended March 31, 2025, which included $ 7.5 million in general and administrative expenses, $ 0.2 million in product development and the remainder of approximately $ 0.2 million included in sales and support reported on the Company’s Consolidated Statements of Operations. 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, 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. Page F- 23 Table of Contents Performance-Based Restricted Stock Units A summary of the performance-based restricted stock unit activity for the year ended March 31, 2025 is as follows: Performance Stock Weighted Average Grant Day Fair Value Performance stock outstanding at March 31, 2024 153,732 $ 44.44 Granted 97,631 20.49 Vested ( 49,217 ) 61.43 Forfeited/cancelled ( 202,146 ) 16.71 Performance stock outstanding at March 31, 2025 — $ — The following table reflects activity related to the Company’s performance-based restricted stock units for the years ended March 31, 2025 and 2024: 2025 2024 Weighted-average grant-date fair value per unit granted $ 20.49 $ 30.89 Fair value of Performance stock units vested (in thousands) $ 3,023 $ — Cumulative Spectrum Proceeds Monetized 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. Mr. 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 The performance-based restricted units will vest upon continued service and achievement of certain stock price levels calculated using a four-year compound annual growth rate and based on the average closing bid price per share of the Company’s common stock measured over a sixty -trading day period (“Stock Price Levels”). Shares will vest in a range of 25 % to 350 % of the 45,000 target reported units based on achieving specified Stock Price Levels. 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. 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. Page F- 24 Table of Contents 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 A summary of Stock Option activity for the year ended March 31, 2025 is as follows: Options Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value Options outstanding at March 31, 2024 1,617,886 $ 39.52 Options granted 553,724 31.31 Options exercised ( 253,540 ) 23.67 Options forfeited/expired/cancelled ( 252,305 ) 41.39 Options outstanding at March 31, 2025 1,665,765 $ 38.31 6.39 $ 5,391,774 Exercisable at March 31, 2025 837,524 $ 42.74 3.58 $ 2,146,702 Total vested or expected to vest at March 31, 2025 1,665,604 $ 38.30 6.39 $ 5,391,774 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. The following assumptions were used to calculate the fair value of stock options: Year Ended Year Ended March 31, 2025 March 31, 2024 Risk-free interest rate 3.72 % to 4.43 % 3.90 % to 4.22 % Dividend yield — % — % Volatility 47.11 % to 48.33 % 49.23 % to 49.54 % Expected term 5.79 years to 6.21 years 5.39 years to 5.72 years Forfeiture rate — % to 4 % — % to 3 % Weighted-average grant-date fair value per option granted $ 31.31 $ 36.10 Stock compensation expense related to the amortization of the fair value of service-based stock options issued was approximately $ 4.5 million and $ 4.8 million respectively, for the years ended March 31, 2025 and 2024 which was included in general and administrative reported on the Company’s Consolidated Statements of Operations. 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, 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. Page F- 25 Table of Contents Performance-Based Stock Options A summary of the Performance-Based Stock Options for the year ended March 31, 2025 is as follows: Performance Options Weighted Average Exercise Price Performance Options outstanding at March 31, 2024 33,782 $ 46.85 Performance Options granted 336,411 35.66 Performance Options exercised — — Performance Options forfeited/expired/cancelled ( 213,487 ) 35.66 Performance Options outstanding at March 31, 2025 156,706 $ 38.07 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. 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. Share Repurchase Program In September 2021, the Board authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 50.0 million of the Company’s common stock on or before September 29, 2023. 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 (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 Page F- 26 Table of Contents 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. 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): For the years ended March 31, 2025 2024 Number of shares repurchased and retired 245 736 Average price paid per share* $ 33.71 $ 33.72 Total cost to repurchase $ 8,398 $ 24,676 * 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. 14. Supplemental Disclosure of Cash Flow Information The following table summarizes the Company’s supplemental cash flow information: For the years ended March 31, (in thousands) 2025 2024 Cash paid during the period: Taxes paid, including excise tax $ 1,728 $ 70 Operating leases paid 2,311 2,316 Non-cash investing activity: Capitalized change in estimated asset retirement obligations $ ( 107 ) $ 89 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 Derecognition of contingent liability related to sale of intangible assets — 19,249 Rights of use asset for new leases 796 645 Rights of use asset for modifications and renewals 1,258 1,928 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, 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. Page F- 27 Table of Contents 15. Contingencies and Guaranty Contingent Liabilities 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. 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. 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. 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 licenses to SDG&E. 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. 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. 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 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. 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 initial 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 licenses to LCRA. 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. Page F- 28 Table of Contents 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 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 the Xcel Energy Agreement. 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 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, 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. Litigation 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. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. During the period presented, the Company has not recorded any accrual for loss contingencies associated with any claims or legal proceedings; determined that an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible loss is reasonably estimable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. 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. 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. Although difficult to quantify, the Company believes the current macroeconomic environment, including inflation, may have an adverse effect on the Company’s target customers’ businesses, which may harm the Company’s commercialization efforts and negatively impact the Company’s revenues and liquidity. 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. Page F- 29