What changed in this filing

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Item 1. Business

2026-06-25 compared with 2025-06-24 · 222 added, 202 removed, 217 unchanged (66% of the section changed)

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

Our 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, we are uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations.

We are focused on commercializing our spectrum assets and expanding the benefits and solutions we offer to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.

(“Anterix,” “we,” “our,” or the “Company”) is the nation’s largest holder of licensed 900 MHz spectrum (896-901/935-940 MHz) with coverage spanning the contiguous United States, Hawaii, Alaska, and Puerto Rico.

Our mission is to transform critical infrastructure connectivity, commercialize our spectrum assets and deliver advanced intelligent infrastructure solutions, including private broadband networks, tower access, and turnkey connectivity management, to utility and critical infrastructure enterprises seeking to enhance operational efficiency, strengthen grid resilience, and accelerate digital transformation.

During fiscal 2026, we evolved our business strategy.

Building on our foundational 900 MHz spectrum position, we transitioned from a model focused predominantly on long-term spectrum leasing to a broader operating model.

In the ordinary course of business, we now secure and expand our spectrum position, clear and retune spectrum, monetize spectrum through both sales and long-term leases, and develop a growing portfolio of products and services offerings around our spectrum that are designed to generate recurring revenue.

Together, these activities form the foundation of how we generate revenue today and how we expect to generate revenue over time.

Our new brand and visual identity, introduced during the fourth quarter, reflects this evolution.

Fiscal 2026 Highlights and Accomplishments

• Appointed Scott Lang as President and Chief Executive Officer to succeed Robert Schwartz effective October 8, 2024.

• Appointed Thomas Kuhn as Executive Chairman of the Board following the retirement of Morgan O’Brien in January 2025.

• Executed a new spectrum sale agreement with Oncor Electric Delivery Company LLC (“Oncor”) for a total of $102.5 million in June 2024.

• Executed an additional spectrum sale agreement with Lower Colorado River Authority (“LCRA”) for a total of $13.5 million in January 2025.

• Received milestone payments of $8.5 million from Ameren Corporation (“Ameren”) and $44.0 million from Oncor.

• Transferred four broadband licenses to Oncor and recorded an $18.3 million gain on the sale of intangible assets.

• Executed new spectrum sale agreements with CPS Energy (“CPS”), Texas-New Mexico Power (“TNMP”), and NorthWestern Energy (“NWE”).

• Subsequent to year end, in April 2026, we entered into a new spectrum sale agreement with Benton PUD.

• On February 18, 2026, the FCC adopted the 2026 Report and Order to expand the 900 MHz broadband segment from 6 MHz to 10 MHz.

• Received $127.0 million of contracted proceeds from customers with $50 million of contracted proceeds outstanding.

• Launched TowerX TM , a tower site access service, and CatalyX®, a turnkey connectivity management solution

• Delivered broadband licenses to customers in 155 counties and recorded a $34.8 million gain on the sale of intangible assets.

• Exchanged narrowband for broadband licenses in 219 counties and recorded a $105.4 million gain.

• Repurchased 245,292 shares of our stock to return capital to our stockholders for a total of $8.4 million.

• Secured FCC approval of a Notice of Proposed Rulemaking (“NPRM”) to expand the current paired 3 x 3 MHz broadband segment to a paired 5 x 5 MHz broadband segment within the 900 MHz band in January 2025.

• Initiated a strategic review process after receiving inbound interest in the Company in February 2025.

• Announced AnterixAccelerator TM industry engagement initiative in March 2025.

• Repurchased 43,175 shares of Anterix stock to return capital to our stockholders for a total of $1.0 million.

• Evolved our business strategy from a predominantly lease-based model to a broader operating model under which we acquire, clear, sell and lease spectrum and develop products and services offerings around it, and unveiled a new brand and visual identity reflecting this evolution.

Our Business Strategy

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

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

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

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

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

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

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

Our strategy positions our 900 MHz spectrum as the linchpin of an integrated, end-to-end operating model.

In the ordinary course of business, we (i) secure and expand our spectrum position, (ii) clear and retune spectrum to convert our nationwide narrowband holdings into broadband, (iii) monetize that spectrum through sales or long-term leases and (iv) develop and deliver a growing suite of products, services offerings and ecosystem solutions, including TowerX, CatalyX and the Anterix Active Ecosystem, that are designed to generate recurring revenue as customer networks are deployed and operated.

Each of these activities is a recurring part of how we operate and generate revenue today and expect to generate in the future, and together they are designed to capture the full value of our spectrum across its lifecycle.

We serve utility and critical infrastructure enterprises tackling the defining challenges of grid modernization, operational resilience, cybersecurity, remote automation, real-time monitoring, and AI-enabled edge applications.

Our solutions are purpose-built to support digital transformation and infrastructure modernization at scale, providing the security, performance, and reliability the modern grid demands.

Our value proposition increasingly extends beyond spectrum.

Through TowerX, CatalyX, and the Anterix Active Ecosystem, which includes more than 150 technology innovators, we provide customers with a complete and integrated, pathway from spectrum acquisition to network deployment and operation.

These offerings are designed to reduce implementation complexity, support more efficient deployment timelines, and enable scalable solutions that align with customers’ evolving operational requirements.

As customers deploy and operate their networks, these offerings are designed to generate recurring revenue that extends our customer relationships beyond the initial spectrum sale or lease.

As previously noted, in February 2026 the FCC unanimously adopted its 2026 Report and Order, “Maximizing the Potential of the 900 MHz Band,” enabling broadband deployment across the full 10 megahertz of the band.

This action enhances the utility and capacity of our spectrum holdings and supports the continued development of our platform and ecosystem.

Evolution of Our Operating Model

Today, acquiring, clearing, selling, leasing and developing products and services offerings around our spectrum are all undertaken in the ordinary course of business.

This represents a change from our historical approach, under which we monetized spectrum predominantly through long-term leases and sold spectrum assets only to utilities operating within Complex Systems on a case-by-case basis.

During fiscal 2026, as the market matured and utilities increasingly focused on selecting the ownership structure (sale or lease) that best aligned with their operational, regulatory and financial objectives, we evolved our commercial approach to meet customers through either structure.

As a result of this change in strategy, spectrum sale agreements entered into after December 31, 2025 are entered into in the ordinary course of business, and the related revenue and cost of sales are recognized on a gross basis in accordance with ASC 606.

The products and services offerings we develop around our spectrum are designed to generate recurring revenue as customer networks are deployed and operated, supporting revenue generation on an ongoing basis.

For the discussion of the change in our spectrum sale agreement accounting and presentation, refer to Note 2 S ummary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.

Our Spectrum Assets

Our spectrum is our most valuable owned asset.

We hold licenses nationwide, over 51% of the 900 MHz band in the United States.

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

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

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

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

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

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

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

In addition, the FCC never auctioned the 20 blocks of B/ILT spectrum in some parts of the United States.

Certain MTA licenses have been returned to the FCC.

In addition, the FCC never auctioned the 20 blocks of B/ILT spectrum in the United States.

The licensees acquired site-based licenses utilizing this spectrum through the initial application and coordination procedure, which has been frozen since 2017.

As a result, the FCC is currently holding over 28% of 900 MHz narrowband spectrum in its inventory throughout the United States.

We hold, or have held, licenses nationwide that cover over 59% of MHz Population (“MHzPop”) in the 900 MHz band in the United States.

Broadband Licenses

As of March 31, 2025, we were cumulatively granted by the FCC broadband licenses for 194 counties, inclusive of licenses transferred.

As of March 31, 2026, we were cumulatively granted by the FCC broadband licenses for 419 counties, inclusive of 159 licenses transferred to customers.

As a result, we relinquished to the FCC our narrowband licenses and if necessary, made the Anti-Windfall Payments for the same 419 counties, as required by the Report and Order.

Converting our Nationwide Narrowband 900 MHz Spectrum Position to Broadband

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

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

The conversion of our spectrum holdings from narrowband to broadband licenses on a nationwide basis is a foundational element of our two-pronged strategy and supports the execution of our broader business objectives.

To achieve this conversion, we are focused on clearing incumbents out of the broadband license segment and obtaining broadband licenses in counties (i) in which we have customer contracts, (ii) where we believe we have near-term commercial prospects, or (iii) that we consider strategically advantageous to optimize the cost of broadband licensing over time.

Secure Broadband Licenses

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

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

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

While we intend to prioritize our spectrum transactions in areas where we have identified customer opportunities, we also plan to pursue spectrum transactions opportunistically to generate returns on our investment in spectrum clearing costs.

We have taken a proactive approach to these efforts and have completed and expect to continue pursuing spectrum transactions to support our efforts to satisfy the broadband license eligibility requirements.

Clear Covered Incumbents

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

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

Our team has worked with Covered Incumbents and negotiated and contracted approximately three quarters of the transactions required, inclusive of five Complex Systems, to clear the licensed 900 MHz Broadband Segment channels.

Deploying our Commercial Business Offering

With the initial Report and Order completed and the work we have done since then to pave the way for the deployment of broadband in the 900 MHz band, we have moved into the second key prong of our strategy of establishing our commercial position and accelerating adoption of our principal commercial business offering.

We are implementing this strategy through:

• targeted outreach and education by our sales, marketing, business development, commercial operations and industry government affairs organizations;

• participating in the Utilities Broadband Alliance (“UBBA”), other industry associations and industry events;

• attracting vendors to the Anterix Active Ecosystem (“AAE”);

• advancing our Utility Strategic Advisory Board (“USAB”);

• launching our AnterixAccelerator TM initiative.

The UBBA membership currently includes 38 electric utilities and subsidiaries among its over 100 members.

The AAE targets our Nation’s electric grid innovators and includes participation of over 125 innovative technology companies that provide deployment and application solutions for private broadband.

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

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

Our USAB is composed of executives from both current and prospective utility customers, offering strategic guidance on issues where we can harness collective action to benefit their respective organizations, especially through the AAE, and other strategic initiatives.

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

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

To fulfill our business offering, we will be responsible for the costs of securing the broadband licenses from the FCC, including the costs of clearing and meeting the broadband eligibility requirements.

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

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

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

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

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

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

4) developing expanded value-added business offerings;

5) enabling and growing the AAE;

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

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

Further, we have launched the AnterixAccelerator TM , our new industry engagement initiative to address and speed up the time to realization of value for us and our customers by allowing them to move quickly to deploy 900 MHz private wireless broadband networks.

This initiative will include a significant review of pricing, payment and ownership terms as well as the potential for collaboration with strategic partners on additional products and services with AAE.

We have been proactive in our spectrum clearing efforts in anticipation of the broadband licensing process.

Our dedicated clearing team is focused on negotiating agreements to transition Covered Incumbents from the 3 x 3 MHz broadband segment of the 900 MHz spectrum band into segments designated for continued narrowband operations within the 900 MHz band or, where appropriate, out of 900 MHz band entirely.

To date, we have successfully negotiated and executed agreements representing approximately 87% of the transactions required to clear the licensed 900 MHz Broadband segment channels, including six Complex Systems.

Deploying our Commercial and Product Business Offering

Following the completion of the 2020 Report and Order and the subsequent work to advance deployment of broadband in the 900 MHz band, we have entered the second key prong of our strategy:

establishing our commercial position and accelerating adoption of our primary commercial offering.

We are implementing this strategy through a coordinated set of initiatives including:

• targeted outreach and education by our sales, marketing, business development, commercial operations and industry government affairs teams;

• participation in the Utilities Broadband Alliance (“UBBA”), other industry associations and at relevant industry events;

• engaging with vendors to expand the Anterix Active Ecosystem (“AAE”);

• advancement or our Utility Strategic Advisory Board (“USAB”);

• provision of connectivity and SIM management through CatalyX;

• deployment of tower access and optimization services through TowerX.

The primary objective of our business is to monetize the broadband licenses we secure to customers.

Based on our analysis and discussions with current and prospective customers to date, we are observing strong and growing indications of demand for PLTE networks using 900 MHz spectrum.

Under our model, we are responsible for the costs associated with securing the broadband licenses from the FCC, including clearing costs and satisfying broadband eligibility requirements.

In contrast, we expect that our customers will fund the deployment and ongoing operation of their private broadband networks, technologies and related solutions.

In addition, we continue to evaluate additional opportunities to provide value-added solutions and services to utilities and other critical infrastructure industries in support of network deployment, operations, and grid modernization initiatives.

Accordingly, our approach to advancing this strategy includes:

1) progressing prospective customers through the pipeline by supporting their evaluation and decision making process related to private wireless networks;

2) engaging with federal and state agencies to encourage policies that support the investment in and deployment of PLTE solutions in the 900 MHz band;

3) participating in demonstrations and testing with organizations such as the National Renewable Energy Lab (“NREL”), Pacific Northwest National Lab and National Institute of Standards and Technology (“NIST”) to validate PLTE benefits;

4) developing expanded value-added product and services offerings;

5) enabling and scaling the AAE;

6) engaging through UBBA and other relevant industry associations to promote our solution;

7) enhancing product and deployment execution to connect and secure devices that measure, monitor, or control the flow of power;

and 8) continuously evaluating opportunities to expand use cases for private wireless broadband networks built on 900 MHz broadband spectrum.

Continue to Build the Customer Pipeline

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

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

Currently, there are three experimental licenses granted to noncustomer utilities and three experimental licenses granted to other vendors and labs to showcase and promote 900 MHz Broadband Spectrum.

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

Currently, there is one experimental license granted to noncustomer utilities and four experimental licenses granted to other vendors and labs to showcase and promote the use of 900 MHz Broadband Spectrum.

Build Support with Federal and State Agencies

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

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

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

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

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

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

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

Our goal with these stakeholders is to ensure they have the appropriate information and are properly educated on the substantial benefits of utility-scale private wireless broadband networks for end-use customers so they can confidently approve investments made by utilities including the costs of procuring our spectrum assets and deploying private broadband LTE networks, technologies and solutions into their respective rate making filings.

Their understanding and appreciation that utility control of communications for grid modernization programs enhances the utilities’ ability to provide safe, secure, reliable and resilient electricity for ratepayers is essential.

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

Engagement in UBBA and Industry Associations

To further support pipeline development and accelerate ecosystem adoption, we continue to expand our engagement through industry alliances and advisory initiatives.

The UBBA membership currently includes 38 electric utilities and subsidiaries among its more than 100 members.

The AAE targets the Nation’s electric grid innovators and includes participation of over 150 innovative technology companies that provide deployment and application solutions for private broadband networks.

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

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

Develop a Roadmap for Expanded Services

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

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

We are actively evaluating solutions to address these customer needs, including using our internal expertise, collaborating with industry partners and working with specific service providers.

Identify and Evaluate New Opportunities for Our Spectrum

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

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

Additionally, T-Mobile agreed to purchase 600 MHz broadband spectrum from entities that hold broadband spectrum licenses for values that far exceeded the price paid for these broadband spectrum licenses at FCC auction, which we believe demonstrates the continued demand for licensed broadband spectrum.

Additionally, Lynk Global, Inc.

recently requested experimental authority from the FCC to use 900 MHz spectrum to communicate with our mobile and fixed wireless devices at certain test locations.

This test is consistent with the new generation of commercial satellite providers enabling Direct-to-Device services using low-band spectrum.

Another example of the demand for low-band spectrum are several pending acquisitions of 600 MHz broadband spectrum licenses for a significant premium to the price for these licenses at FCC auction.

CatalyX is the first AAE commercial service on our integrated platform.

CatalyX is a turnkey connectivity management solution that helps utilities realize the benefits of private broadband networks, while leveraging commercial broadband networks.

CatalyX simplifies connectivity management by integrating state-of-the-art SIM technology, device SIM management, and private to public roaming to deliver the flexibility and security that utilities require.

Utilities can now efficiently and securely deploy and manage smart grid devices on a private network while optimizing broadband coverage in their service territories.

CatalyX provides control and visibility of devices, whether they are connected to the private or public radio access network.

With CatalyX, utilities can manage each device SIM remotely, which can reduce operational costs and risks.

Through a single dashboard, all aspects of device connectivity can be monitored and managed including connecting to both public and private networks.

Utilities can achieve enhanced coverage at various service locations, by connecting to their PLTE network, or roaming on multiple carrier commercial networks.

We partnered with Crown Castle, one of the nation’s largest tower companies, to deliver Anterix TowerX, a turnkey, streamlined path to 900 MHz private wireless network deployments, combining a portfolio of qualified tower sites with comprehensive site development.

TowerX standardizes processes, leverages collective experience, and delivers measurable benefits helping utilities control costs, reduce project delays, and ensure tower assets are optimized for long-term operational needs.

Utilities participating in TowerX will have access to a broad network of tower infrastructure across the U.S.

including Crown Castle’s 40,000 plus sites enabling faster deployment of 900 MHz private wireless networks.

This collaborative approach enables a more efficient path to connect critical assets, strengthen operational resilience, and enable grid modernization at scale.

Enable the Anterix Active Ecosystem with U.S.

Band 8 and Band 106

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

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

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

Our efforts are ongoing to facilitate continued adoption of 900 MHz Band 8 radio access network

equipment and end-user devices in the U.S.

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

We also worked with an FCC certification testing lab to develop testing protocols to enable quick certification of devices for use in the United States.

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

Global standards also provide an LTE path for technology, ensuring forward and backward compatibility, all these benefits therefore extend to Anterix customers.

We also worked with an FCC certification testing lab to develop testing protocols to enable more efficient and streamlined certification of devices for use in the United States.

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

Global standards also provide a long-term path for technology evolution, ensuring forward and backward compatibility, all these benefits therefore extend to Anterix customers.

Additionally, we successfully led and completed initiatives in 3GPP to secure enhancements to the US 900 MHz spectrum to benefit our customers, including the designation of a new band, both for LTE and 5G, which received worldwide wireless industry support.

We are also working within 3GPP to develop technical specifications for 6G.

3GPP has approved and incorporated Band 106 and n106 in its specifications, designated for LTE and 5G respectively, as a subset of Band 8 in the US.

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

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

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

We have further identified the electric utility industry as our primary target customer group.

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

The electric utility industry is undergoing a fundamental transformation.

Grid modernization efforts and the drive to reduce carbon emissions have disrupted the need for utilities to build new large-scale, centralized facilities.

Grid modernization efforts and the drive to reduce carbon emissions have changed the need for utilities to build new large-scale, centralized facilities.

Today, power is generated by smaller, more geographically distributed facilities that can switch from a power producer to a recipient of power generated by a variety of other disparate sources, including wind and solar installations.

Grid architecture must now accommodate end-users that are both generators and consumers, converting back and forth rapidly and carrying power in both directions, something the existing grid was not originally designed to handle.

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

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

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

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

The 900 MHz private wireless network allows utilities to have full control of the design, construction, and operation of their network.

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This is more relevant than ever in light of recent extreme weather events.

Commercial Developments

Commercial and Product Developments

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

Since the FCC’s issuance of the 2020 Report and Order, our sales and marketing efforts have been focused on pursuing spectrum lease and sale arrangements, implementing creative spectrum solutions in markets where Complex Systems exist and introducing our integrated platform solutions to our targeted utility and critical infrastructure customers.

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

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

(ii) regulatory outreach and support;

and (iii) industry trade organization collaboration.

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

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

Long-Term Leases of 900 MHz Broadband Spectrum

Ameren Agreements

In December 2020, we entered into our first long-term 900 MHz Broadband Spectrum lease agreements (the “Ameren Agreements”) covering Ameren’s service territories.

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.

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

The scheduled prepayments for the 30-year initial term of the Ameren Agreements total $47.7 million, of which $0.3 million was received 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 payments 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 of $16.3 million, excluding potential penalties, for the 30-year initial term are due by mid-2026, per the terms of the Ameren Agreements and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.

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

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

Evergy Agreement

In September 2021, we 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 us in October 2021.

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

We have cleared the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement.

Xcel Energy Agreement

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

(“Xcel Energy”) providing Xcel Energy dedicated long-term usage of our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement”) including Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

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

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

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

In July 2023 and November 2023, we 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, we delivered the cleared 900 MHz Broadband Spectrum and the associated broadband leases and received a milestone payment of $16.8 million.

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

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

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

TECO Agreement

In November 2023, we entered into an agreement with Tampa Electric Company (“TECO”) to provide TECO the use of our 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 term of the TECO Agreement total $34.5 million, of which $6.9 million was received 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 we deliver

the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.

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

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

Sales of 900 MHz Broadband Spectrum

SDG&E Agreement

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

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

As part of the SDG&E Agreement, SDG&E and Anterix are collaborating to accelerate the utility industry momentum for private networks.

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

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 we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.

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

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

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

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

In December 2023, we 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.

LCRA Agreement

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

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

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

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

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

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

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

LCRA Expansion Agreement

On January 9, 2025, we entered into the second agreement with LCRA (the “LCRA Expansion Agreement”) to sell 900 MHz Broadband Spectrum 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.

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

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

Oncor Agreement

In June 2024, we entered into an agreement with Oncor to sell 900 MHz Broadband Spectrum 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 and remaining payments that are due to us 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 us.

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.

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

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

During the year ended March 31, 2025, we 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.

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

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

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

(ii) regulatory outreach and engagement;

and (iii) collaboration with industry trade organizations.

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

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

900 MHz Broadband Revenue Agreements

Spectrum Lease Agreements

As of March 31, 2026, our spectrum lease agreements (as defined in the table below and collectively referred to as the “Spectrum Lease Agreements”) include:

Spectrum Lease Agreements (1)

Agreement Date Initial Term Renewal Options Total Consideration Payments Received Payments Remaining

Ameren Corporation (“Ameren”) December 2020 30 - years 10 - years $47.7 million

$31.4 million

$16.3 million (2)

Evergy Services, Inc.

(“Evergy”) September 2021 20 - years 2 x 10 - years $30.2 million $30.2 million $—

Xcel Energy Services Inc.

(“Xcel Energy”) October 2022 20 - years 2 x 10 - years $80.0 million $76.0 million $4.0 million (3)

Tampa Electric Company (“TECO”) November 2023 20 - years 2 x 10 - years $34.5 million $34.5 million $—

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

The remaining payments of $16.3 million, excluding potential penalties, for the 30-year initial term are due by mid-2026, per the terms of the Ameren Agreements and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.

The remaining payments of $4.0 million, excluding potential penalties, for the 20-year initial term are due by mid-2028, per the terms of the Xcel Energy Agreement and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.

Spectrum Sale Agreements

As of March 31, 2026, our spectrum sale agreements (as defined in the table below and collectively referred to as the “Spectrum Revenue Sale Agreements”) include:

Spectrum Sale Agreements (1)

Agreement Date Total Consideration (2)

Payments Received Payments remaining Broadband license(s) delivered Broadband license(s) remaining

CPS Energy (“CPS”)

January 2026 $13.0 million

Texas-New Mexico Power Company (“TNMP”) March 2026 $3.2 million

NorthWestern Energy (“NWE”) March 2026 $7.7 million

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

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

Revenue will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses.

900 MHz Broadband Spectrum Sale Agreements Entered into Prior to December 31, 2025

As of March 31, 2026, our spectrum sale agreements (as defined in the table below and collectively referred to as the “Spectrum Sale Agreements”) include:

Spectrum Sale Agreements (1)

Agreement Date

Total Consideration Payments Received Payments remaining Broadband license(s) delivered Broadband license(s) remaining

San Diego Gas & Electric (“SDG&E”) February 2021 $50.0 million

$45.6 million (2)

Lower Colorado River Authority (“LCRA”) April 2023 $30.0 million

$29.3 million

LCRA Expansion Agreement January 2025 $13.5 million

$6.5 million (3)

Oncor Electric Delivery Company LLC (“Oncor”) June 2024 $102.5 million (4)

$100.6 million (4)

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

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

Net of delivery delay adjustments.

Includes a $1.0 million credit, which was applied against the remaining balance pursuant to the LCRA Expansion Agreement in recognition of their contributions to our business efforts.

Includes reimbursable clearing costs and Anti-Windfall Payments made in connection with the transfer of the associated broadband licenses.

Total consideration included $7.5 million in estimated reimbursable clearing costs and Anti-Windfall Payments of which $5.6 million was realized.

Motorola Lease

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As of December 31, 2024, we recognized all the revenue associated with the 2014 Motorola Spectrum Agreement.

Our competitors include spectrum holders, retail wireless network providers, such as Verizon, AT&T, T-Mobile, and EchoStar, private radio operators and other public and private companies, including potential new spectrum entrants who supply spectrum or other communication networks, technologies, products and solutions to our targeted utility and critical infrastructure entities.

Our competitors include spectrum holders, retail wireless network providers, such as Verizon, AT&T, and T-Mobile, private radio operators and other public and private companies, including potential new spectrum entrants who supply spectrum or other communication networks, technologies, products and solutions to our targeted utility and critical infrastructure entities.

For example, in February 2025, T-Mobile announced that it has entered into an agreement to sell its 800 MHz spectrum holdings.

The buyer of this spectrum has indicated it may make this spectrum available to our target utility customers.

If the buyer of this spectrum does elect to lease or sell the 800 MHz spectrum it acquires from T-Mobile to our target customers, the resulting direct competition from this offering could reduce the number of agreements we can secure to lease or sell our spectrum and reduce the cost that potential customers are willing to pay to lease or acquire our spectrum, any of which would have a material adverse effect on our business, results of operations, financial condition and prospects.

If the buyer of this spectrum does elect to lease or sell the 800 MHz spectrum it acquires from T-Mobile to our target customers, the resulting direct competition from this offering could reduce the number of agreements we can secure to lease or sell our spectrum and reduce the price that potential customers are willing to pay to lease or acquire our spectrum, any of which would have a material adverse effect on our business, results of operations, financial condition and prospects.

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

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

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

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

Our FCC Initiatives

FCC 5 x 5 MHz proceeding

Joint Petition

On February 28, 2024, the Company, along with several interested parties, including major utilities, and trade associations, filed a Petition for Rulemaking (the “Petition”) with the FCC.

The Petition seeks the FCC’s adoption of its previously considered expansion of the current paired 3 x 3 MHz broadband segment to a paired 5 x 5 MHz broadband segment at the 900 MHz band.

On January 15, 2025, the FCC adopted the NPRM to expand the 900 MHz Broadband Segment.

After the NPRM’s publication in the Federal Register, the FCC will seek comments and reply to comments in advance of a potential Report and Order.

The expansion of the 900 MHz band to permit 5 x 5 MHz broadband will support growing demand for wide-area, private, and secure wireless broadband networks for utilities, critical infrastructure, and business enterprise entities, among other benefits.

The 900 MHz Report and Order

The 3 x 3 900 MHz 2020 Report and Order

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

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There are 3,233 counties in the United States, including Puerto Rico and other U.S.

Broadband License Eligibility Requirements

The Report and Order establishes three eligibility requirements to obtain broadband licenses in a county, which we refer to herein as (i) the “50% Licensed Spectrum Test,” (ii) the “90% Broadband Segment Test” and (iii) the “240 Channel Requirement.”

3 x 3 Broadband License Eligibility Requirements

The 2020 Report and Order established three eligibility requirements to obtain broadband licenses in a county, which we refer to herein as (i) the “50% Licensed Spectrum Test,” (ii) the “90% Broadband Segment Test” and (iii) the “240 Channel Requirement.”

Treatment of Complex Systems

The 2020 Report and Order exempts Complex Systems from the Mandatory Retuning process, even when a broadband applicant meets the 90% Broadband Segment Test, because retuning these systems would potentially be disruptive to the operators.

MAP 1 below illustrates the remaining seven current Complex Systems.

MAP 1 below illustrates the remaining five current Complex Systems.

The Association of American Railroads

The nation’s railroads, particularly the major freight lines, operate on six narrowband 900 MHz channels licensed to their trade association, the Association of American Railroads (“AAR”).

Three of these narrowband channels are located in the 900 MHz Broadband Segment created by the FCC.

In January 2020, we entered into an agreement with the AAR in which we agreed to cancel licenses in the 900 MHz band to enable the AAR to relocate its operations, including operations utilizing the three channels located in the 900 MHz Broadband Segment (the “AAR Agreement”).

The FCC referenced the AAR agreement in the Report and Order and required us to cancel our licenses in accordance with the AAR Agreement.

We cancelled these licenses in June 2020.

The FCC then modified the AAR license to provide the additional channels to enable the railroads to relocate their current operations.

This modification to remove broadband segment channels is planned to be completed in 2025.

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

The nation’s railroads, particularly the major freight lines, had operated on six narrowband 900 MHz channels licensed to their trade association, the Association of American Railroads (“AAR”).

Three of these narrowband channels were located in the 3 x 3 MHz broadband segment and three were in the lower narrowband segment.

Pursuant to a January 2020 agreement between us and AAR, AAR agreed to vacate their narrowband channels, to be replaced by a nationwide license for the 900 MHz A Block.

The FCC required us to cancel our A Block licenses, which was completed in June 2020, after which the FCC modified the AAR license to authorize use of the A Block channels.

Consistent with the agreement, all narrowband channels have been deleted from the AAR license effective September 17, 2025.

The FCC has credited us for our cancelled licenses for purposes of determining our eligibility to secure broadband licenses and the calculation of any Anti-Windfall Payments.

Broadband Licensing Process

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

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

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

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

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

The Anti-Windfall Payment to the U.S.

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

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

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

50% Licensed Spectrum Test .

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In most counties in the United States, the FCC has licensed fewer than 240 channels in the broadband segment, and these unlicensed channels are not included in the denominator when determining whether the broadband applicant has satisfied this 90% Broadband Segment Test.

A broadband applicant can satisfy the 90% Broadband Segment Test by purchasing or canceling channels from Covered Incumbents for cash or other consideration, by paying to relocate Covered Incumbents to replacement spectrum channels outside the broadband segment, or by demonstrating that the broadband applicant’s facilities will be far enough from the Covered Incumbent’s narrowband system to allow the two types of networks to co-exist.

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

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Our spectrum position is greatest in the largest, most populated and therefore most expensive markets, with a few exceptions as shown in MAP 4 below.

Although we will need to make Anti-Windfall Payments to secure broadband licenses in some counties, the average cost in aggregate for the channels will be lower than the nationwide average amount of $0.93 per MHz of population covered paid in the FCC’s 600 MHz auction.

Although we will need to make Anti-Windfall Payments to secure broadband licenses in most counties, the average cost in aggregate for the channels will be lower than the nationwide average amount of $0.93 per MHzPop paid in the FCC’s 600 MHz auction.

The 5 x 5 900 MHz 2026 Report and Order

On February 18, 2026, the 2026 Report and Order was adopted unanimously by the FCC to “address the critical demand and growing need for private broadband networks in the 900 MHz band, allowing users to leverage broadband capacity for more advanced and robust networks.” In the 2026 Report and Order, the FCC reconfigured the 900 MHz band to allow a 10 MHz broadband segment consisting of two 5 MHz broadband segments.

FIGURE I above illustrates the FCC realignment as outlined in the 2026 Report and Order.

The Association of American Railroads

As indicated in the 2026 Report and Order, voluntary negotiation applies to the AAR, which holds a nationwide license for the 900 MHz A Block (896.0125-896.1250/935.0125-935.1250 MHz) as discussed above.

Authority has been delegated to the Wireless Telecommunications Bureau (WTB) to facilitate AAR’s potential solution of relocating from the 900 MHz band to the 220 MHz band, including by allowing access to 220 MHz spectrum held in FCC inventory for a frequency exchange and taking other steps to expedite and streamline any waiver requests needed to promote 900 MHz broadband access while ensuring rail safety.

5 x 5 Broadband License Eligibility Requirements

The 2026 Report and Order established three eligibility requirements to obtain broadband licenses in a county, which we refer to herein as (i) the “5 x 5 50% Licensed Spectrum Test,” (ii) the “5 x 5 Broadband Segment Test” and (iii) the “399 Channel Requirement.”

5 x 5 50% Licensed Spectrum Test .

To be eligible for a 5 x 5 broadband license in a particular county, a broadband applicant must demonstrate that it holds more than 50% of the outstanding licensed channels in that county.

A 5 x 5 broadband applicant can rely on either its 3 x 3 broadband license and/or its 900 MHz SMR and B/ILT spectrum to meet the 50% threshold in the relevant county.

The main difference between the 5 x 5 and 3 x 3 900 MHz broadband configurations is that the starting point for a 5 x 5 license may be either the narrowband channel configuration or a 3 x 3 broadband segment configuration.

This ensures that existing 3 x 3 broadband licensees may expand their broadband operations if it otherwise meets the eligibility criteria.

5 x 5 Broadband Segment Test .

The 5 x 5 Broadband Segment Test, is similar to the corresponding 3 x 3 broadband licensing rules of the 2020 Report and Order with the exception that prospective 5 x 5 broadband licensees must hold, have agreements with or protect Covered Incumbents for 100% of Covered Incumbents in the narrowband segments but may invoke Mandatory Retuning of channels in the 3 x 3 MHz broadband segment held by those licensees.

Mandatory Retuning does not apply to any Covered Incumbent channels in the two narrowband segments.

399 Channel Requirement.

The 2026 Report and Order requires the broadband applicant to surrender 399 channels or 3 x 3 broadband license with 159 narrowband channels in the applicable county to the FCC in exchange for a 5 x 5 broadband license.

If the broadband applicant does not have sufficient channels in the county to return 399 channels and/or 3 x 3 broad band license with 159 channels to the FCC, it must make an Anti-Windfall Payment to the U.S.

Treasury to purchase spectrum.

The Anti-Windfall Payment for these channels will be based on prices paid in the applicable county in the 600 MHz auction conducted by the FCC.

To satisfy the 399 Channel Requirement or broadband licenses and narrowband channel requirements, the broadband applicant has the option on a county-by-county basis to determine whether it is more cost-effective to make the Anti-Windfall Payment, purchase channels from incumbents (where available), or possibly a combination of both.

The 2026 Report and Order has a specific buildout provision for licensees that expand from a 3 x 3 MHz to a 5 x 5 broadband license.

In general, and depending on where they are in their 3 x 3 buildout schedule, their deadlines for 5 x 5 MHz deployment will be extended by two years.

Licensees will control the timing of when they apply to expand from a 3 x 3 to a 5 x 5 broadband license to coincide with their deployment progress and ability to meet modified buildout deadlines.

The FCC retained the 600 MHz auction prices to calculate the per county Anti-Windfall Payments discussed above, but upon publication of the 2026 Report and Order in the Federal Register, the county population will be based on the 2020 rather than 2010 Census.

Costs of Securing Broadband Licenses

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

As discussed above, to obtain a broadband license in a county, the broadband applicant must satisfy (i) the 50% Licensed Spectrum Test, (ii) the 90% Broadband Segment or the 5 x 5 Broadband Segment Test and (iii) the 240 or 399 Channel Requirement.

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

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Spectrum Purchase.

In 2015, we began acquiring targeted additional channels in the 900 MHz band in various markets in anticipation of the Report and Order.

We have and will continue to employ spectrum acquisition as a tool for those situations where an incumbent desires to exit the 900 MHz band.

We also acquire channels outside the 900 MHz Broadband Segment and may use them to swap for channels within the broadband segment or to reduce the anti-windfall payments for licenses.

For purposes of our broadband license eligibility, any contracted acquisitions negotiated in the 900 MHz

band may be included as part of our broadband application, but the acquisition does not need to be consummated at the time we submit our broadband license application for the purposes of calculating the 90% threshold.

For purposes of our broadband license eligibility, any contracted acquisitions negotiated in the 900 MHz band may be included as part of our broadband application, but the acquisition does not need to be consummated at the time we submit our broadband license application for the purposes of calculating the 90% threshold.

Spectrum Retuning.

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

Retuning is the exercise of modifying Covered Incumbents’ licenses to remove the 900 MHz channels held by incumbents and swapping narrowband segments channels to facilitate a move to channels outside of the 900 MHz Broadband Segment.

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

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

We have continued retuning channels with incumbents since that time.

We will continue to retune channels with incumbents as needed.

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

Anti-Windfall Payment.

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

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

To obtain a broadband license, we must surrender 240 or 399 licensed channels in the county depending on whether the application is for a 3 x 3 or a 5 x 5 MHz broadband license.

As this band has been

underutilized historically, most counties in the United States do not have required outstanding licensed channels that can be surrendered.

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

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

The county population will be based on the 2020 census upon publication of the 2026 Report and Order in the Federal Register.

Our Intellectual Property

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We hold FCC spectrum licenses in the 900 MHz band throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico.

The FCC regulates our wireless spectrum holdings, the issuance of broadband licenses in the 900 MHz band in accordance with the Report and Order, our future leasing or sale of any broadband licenses we secure, and the future construction and operation of wireless networks, technologies and solutions utilizing our spectrum assets.

The FCC regulates our wireless spectrum holdings, the issuance of broadband licenses in the 900 MHz band, our future leasing or sale of any broadband licenses we secure, and the future construction and operation of wireless networks, technologies and solutions utilizing our spectrum assets.

We are authorized to provide our wireless communication services on specified frequencies within specified geographic areas and in doing so must comply with the rules, regulations and policies adopted by the FCC.

The FCC issues each spectrum license for a fixed period, typically ten years in the case of the FCC narrowband licenses we currently hold and 15 years for any broadband licenses in accordance with the Report and Order.

The FCC issues each spectrum license for a fixed period, typically ten years in the case of the FCC narrowband licenses we currently hold and 15 years for any broadband licenses.

Any broadband licenses we secure will also have performance requirements at the 6- and 12-year marks to demonstrate that the broadband spectrum is being used to serve the public interest.

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With a range of weather-related and cyber security impacts on the nation’s grid over the last several years, national security and disaster recovery issues continue to receive attention at the federal, state and local levels.

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

For example, Congress is currently considering a number of bills related to grid security.

While the timing and likelihood of enactment of specific legislation remains uncertain, cybersecurity and infrastructure resiliency are expected to remain ongoing legislative priorities.

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

24 unchanged sentences

Salary is positioned within the range and based upon criteria such as experience, skills, and competencies.

Annual salary reviews take place between March and April.

Annual salary reviews take place in May.

Employee Well-being

22 unchanged sentences

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

What changed 10-K

Item 1. Business