What changed in this filing

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Item 1A. Risk Factors

2026-06-25 compared with 2025-06-24 · 68 added, 84 removed, 279 unchanged (35% of the section changed)

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We may not be successful in commercializing our spectrum assets to our targeted utility and critical infrastructure customers in accordance with our business plans and expectations.

We have identified utilities and other critical infrastructure enterprises as our initial target customers.

As of the date of this filing, we have signed long-term leases of our spectrum assets with Ameren, Evergy, Xcel Energy, and TECO and have entered into agreements to sell our spectrum assets to SDG&E, LCRA and Oncor.

We have identified utilities and other critical infrastructure enterprises as our primary target customers.

1 of Benton County (“Benton PUD”).

Although we are in discussions with other utilities and critical infrastructure enterprises, there is no assurance that these discussions will continue to progress or eventually result in contracts with these entities or that we will be successful in our efforts to commercialize our spectrum assets and other service offerings.

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As a result, our prospects must be considered in light of the uncertainties, risks, expenses and difficulties frequently encountered by companies implementing a new business plan and pursuing opportunities in highly competitive and rapidly developing markets.

In addition, under our current business plan, we generally intend to enter into long-term leasing or other transfer arrangements for our spectrum assets in one county with one customer, or a limited number of customers, in each geographic area.

In addition, under our current business plan, we generally intend to enter into long-term leasing or sales agreements for our spectrum assets in one county with one customer, or a limited number of customers, in each geographic area.

We also expect that our customers will pay what we believe is the fair market value for rights to our spectrum and bear the costs of deploying and operating their private wireless broadband networks.

As a result, many geographic areas may have only one or a limited number of potential customers and if we are not successful with the initially targeted customer or limited number of customers, our spectrum may not be utilized, and we will not be able to generate revenues from owning spectrum in that geographic area.

In addition, even if we enter a long-term lease or transfer arrangement for a geographic area, we expect payments by our customer in such area will be contingent on our ability to clear incumbents and take the other necessary actions to secure broadband licenses on a timely and cost-effective basis.

In addition, even if we enter a long-term lease or sales agreements for a geographic area, we expect payments by our customer in such area will continue to be contingent on our ability to clear incumbents and take the other necessary actions to secure broadband licenses on a timely and cost-effective basis.

Our customers also will typically receive rights to all spectrum we have in its geographic operating area.

Because of this, we may not have additional spectrum assets to lease in such geographical area to other potential customers.

Further, other than our lease or transfer arrangements, currently we do not generate revenue from the operation of the broadband networks or technologies deployed by our customers.

As a result, there is considerable uncertainty as to whether we can generate sufficient revenues to develop a profitable business from leasing or otherwise transferring our licensed 900 MHz spectrum.

Further, other than our lease or sales agreements, currently we do not generate revenue from the operation of the broadband networks or technologies deployed by our customers.

As a result, there is considerable uncertainty as to whether we can generate sufficient revenues to develop a profitable business from leasing or selling our licensed 900 MHz spectrum.

Our ability to successfully commercialize our spectrum assets will also depend on the continued commercial availability of technology, products and solutions that can both utilize the broadband licenses we secure and satisfy our customers’ demands.

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However, chipmakers and other technology, product and solution manufacturers and vendors may not continue to develop the technology, products and solutions required to satisfy our customers’ various use cases and meet the technical specifications established in the Report and Order.

Further, adverse economic conditions, including as a result of inflation, trade restrictions and tariffs, regulatory actions and policy changes, and geopolitical matters, may result in supply chain issues which limit our customer’s ability to obtain the necessary technology and products to deploy an LTE or 5G wireless broadband network utilizing our spectrum.

Further, adverse economic conditions, including as a result of inflation, trade restrictions and tariffs, regulatory actions and policy changes, wars and other geopolitical matters, may result in supply chain issues which limit our customer’s ability to obtain the necessary technology and products to deploy an LTE or 5G wireless broadband network utilizing our spectrum.

If such technologies, products and solutions are not available, not competitively priced or are significantly delayed, our targeted customers may decide not to pursue 900 MHz broadband licenses with us on acceptable terms, on a timely basis, or at all.

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Any negotiation and contract process with these potential customers has taken, and likely will continue to take, a significant amount of time and effort to work through their approval and funding processes.

In addition, there is no assurance that the governmental agencies that regulate these entities will in each case allow them to pass the capital costs of implementing

broadband networks, technologies and solutions utilizing our spectrum on to their ratepayers, which could cause these entities to be unable to afford, or to elect not to pursue, rights to our spectrum assets.

In addition, there is no assurance that the governmental agencies that regulate these entities will in each case allow them to pass the capital costs of implementing broadband networks, technologies and solutions utilizing our spectrum on to their ratepayers, which could cause these entities to be unable to afford, or to elect not to pursue, rights to our spectrum assets.

In addition, although there is broad availability of broadband LTE, there is no assurance that our targeted customers will be able to utilize existing networks, technologies and solutions with our spectrum for their desired use cases without requiring modifications to existing equipment or engaging in product and/or service development efforts, any of which could result in deployment delays, require them or us to invest in technology or other development activities or otherwise adversely limit the potential benefits or value of our spectrum assets.

If any of these risks occur or continue beyond our plans and expectations, our plans to commercialize our spectrum assets may not be as valuable as we expect and we may experience significant delays in our commercialization plans, which will have an adverse effect on our business, financial condition, results of operations and prospects.

We are subject to contingencies and obligations under our commercial agreements with our customers including the delivery of cleared spectrum and broadband licenses on a timely basis, and as a result, there is no assurance that we will receive payments from such customers in the amounts and on the timeline we currently expect, or that any payments we have received to date from our customers, will not be subject to repayment or that we will not be subject to contract claims, including rights of termination.

We are subject to contingencies and obligations under our commercial agreements with our customers including the delivery of cleared spectrum and broadband licenses on a timely basis, and as a result, there is no assurance that we will receive payments from such customers in the amounts and on the timeline we currently expect, or that any payments we have received to date from our customers, will not be subject to repayment or that our commercial agreements will not be subject to contract claims, including rights of termination.

We are subject to contingencies and obligations under our commercial agreements with our customers, including the delivery of cleared spectrum and broadband licenses in the designated service territories on a timely basis.

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Further, our costs to clear incumbents, qualify for broadband licenses and perform our other obligations under our agreements with our customers may be significantly more than we currently anticipate, which could increase our capital expenses and reduce our net income or increase our net loss.

We may not be successful in developing, marketing, selling and delivering new products and services to our targeted utility and critical infrastructure customers .

In addition to the leasing and sale of our spectrum assets, we are continuing to explore opportunities to expand our product and service offerings to leverage and enhance the value of our spectrum assets.

We will continue to explore service offerings to help our customers deploy systems using our service offerings.

We face significant competition in development, sale, and delivery of products and services related to our spectrum to our customers.

We may not be successful in developing, marketing, selling and delivering new products and services offerings to our targeted utility and critical infrastructure customers .

In addition to the leasing and sale of our spectrum assets, we are seeking to expand our product and service offerings to leverage and enhance the value of our spectrum assets.

Most notably, we are actively marketing CatalyX and TowerX, connectivity management and tower optimization solutions that we developed to help utilities realize the benefits of private broadband networks, while leveraging commercial broadband networks.

We also continue to explore other service offerings to help our customers deploy systems using our service offerings.

We face significant competition in development, sale, and delivery of products and services offerings related to our spectrum to our customers.

Many of these competitors have significantly larger workforces, a broad array of capabilities, deep customer relationships, and greater financial resources.

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Additionally, many of the third parties who offer spectrum and communication technologies, products, services and solutions to our targeted customers have existing long-term relationships with these targeted customers and have significantly more resources and greater political and regulatory influence than we do, and we may not be able to successfully compete with these third parties.

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.

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Additionally, many of our competitors have significantly more resources, a longer track record of providing technologies, products, services and solutions to our targeted customers and greater political and regulatory influence than we do, all of which could prevent, delay or increase the costs of commercializing our spectrum to our targeted customers.

In addition, we expect our targeted customers will bear the cost of installing and operating the broadband networks, technologies and solutions utilizing our licensed spectrum, thereby requiring the replacement of some or all of their existing communication

Given these significant capital requirements, there is no assurance that we will be able to generate enough revenues through the commercialize our spectrum assets to achieve profitability, especially in light of the competitive environment in which we operate, and the wide variety of technologies, products, services and solutions offered by our competitors.

Given these significant capital requirements, there is no assurance that we will be able to generate enough revenues through the commercialization of our spectrum assets to achieve profitability, especially in light of the competitive environment in which we operate, and the wide variety of technologies, products, services and solutions offered by our competitors.

Further, in the process of pursuing broadband licenses, we may be required to make significant concessions or contractual commitments, make significant payments or assume significant costs, purchase additional spectrum or replacement communication systems or limit the use of our spectrum assets or restrict our pursuit of business opportunities to address the concerns expressed by incumbents and other interested parties.

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The NPSBN, which is marketed as “FirstNet”, may provide an additional source of competition to utilizing our 900 MHz spectrum assets by our targeted utility and critical infrastructure enterprises.

Some of our competitors, such as Verizon, AT&T, T-Mobile, and EchoStar, have significantly greater pricing flexibility and have taken steps to compete or may decide to compete against us more aggressively.

Some of our competitors, such as Verizon, AT&T, and T-Mobile, have significantly greater pricing flexibility and have taken steps to compete or may decide to compete against us more aggressively.

These and other competitors may own or acquire spectrum that directly competes with our 900 MHz spectrum and/or have developed or may develop technologies that directly compete with our solutions.

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As a result of these and other factors, we may be unable to timely attract enough customers to support our costs and to generate profits, which would harm our business, results of operations, financial condition and prospects.

Our sales and marketing initiatives, including our AnterixAccelerator TM program, may not be successful.

We spend considerable resources developing and implementing sales and marketing initiatives and programs to facilitate the lease or sale of our spectrum assets to our target customers.

For example, in March 2025, we announced our AnterixAccelerator TM program aimed at speeding up the adoption of private wireless broadband networks by utilities.

We committed an investment of up to $250 million in support of this program.

This program offers features like a dollar-for-dollar match, customized ownership terms and Anterix White Glove Support.

Although we adopted this program in consultation with our customers, potential customers and corporate partners, there is no assurance this program will be successful or will increase the leasing or sale of our 900 MHz spectrum assets.

If our sales and marketing initiatives are not successful, we may never generate sufficient revenues to operate a profitable business and our results of operations, financial condition and prospects will be harmed.

Our reputation and business may be harmed, and we may be subject to legal claims if there is loss, disclosure, or misappropriation of, or access to, our customers’ information.

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Any significant compromise of our data or network security, failure to prevent or mitigate the loss of customer information and delays in detecting any such compromise or loss could disrupt our operations, impact our reputation and subject us to additional costs and liabilities, including litigation, which could produce material and adverse effects on our business and results of operations.

Our strategic review process may not result in our identification or completion of a strategic transaction, which could have an adverse effect on our stock price and our business.

In February 2025, we announced that we had engaged Morgan Stanley & Co.

LLC as our financial advisor to support a formal strategic review process.

No decision has been made at this time by our Board of Directors as to whether to engage in any particular transaction.

Any decision by our Board would depend on factors it deems relevant, which may include our projected financial performance, the financial performance and prospects of any partner or buyer in a strategic transaction, the likelihood that any such transaction could be successfully completed, the potential value to our stockholders, potential synergies that could be achieved from any strategic transaction, available alternative options and market conditions.

There can be no assurance that our Board will identify an acceptable strategic partner or buyer or authorize the pursuit of any strategic alternative.

Moreover, there can be no assurance as to the terms or the timing of any potential transaction, or whether any transaction may ultimately occur.

Any potential transaction would depend on a number of factors, many of which may be beyond our control.

Our inability to identify and complete an acceptable strategic transaction or any decision by our Board to cease the strategic review process could result in increased volatility of our stock and have an adverse effect on our business.

Macroeconomic and unfavorable market conditions, regulatory and policy changes, and ongoing geopolitical matters, may have an adverse impact on our business, financial results, stock price and results of operations as well as the business of our current and potential customers.

Recent geopolitical changes and regulatory and policy initiatives have created negative and uncertain macroeconomic conditions, and could result in adverse market conditions, decreases in per capita income and level of disposable income, increased inflation, rising interest rates and supply chain issues.

Macroeconomic and unfavorable market conditions, regulatory and policy changes, and ongoing wars and other geopolitical matters, may have an adverse impact on our business, financial results, stock price and results of operations as well as the business of our current and potential customers.

Recent wars and geopolitical disputes and regulatory and policy initiatives have created negative and uncertain macroeconomic conditions, and could result in adverse market conditions, decreases in per capita income and level of disposable income, increased inflation, rising interest rates and supply chain issues.

Trade tensions or restrictions on free trade, including the tariffs imposed by the U.S.

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Such conditions may adversely impact our business, financial results and prospects and our target customers’ businesses.

In addition, such macroeconomic conditions could impact our ability to access the public markets as and when appropriate or necessary to carry out our operations or our strategic goals and adversely impact our strategic review process.

In addition, such macroeconomic conditions could impact our ability to access the public markets as and when appropriate or necessary to carry out our operations or our strategic goals.

We cannot predict the ongoing extent, duration or severity of these conditions, nor the extent to which we may be impacted.

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• our ability to qualify for and utilize the Mandatory Retuning process established by the 2020 Report and Order;

• our ability to obtain 5 x 5 MHz broadband licenses in accordance with the 2026 Report and Order;

• our ability to negotiate agreements with the operators of Complex Systems;

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In such case, we may not be able to return capital to our stockholders through dividends or stock repurchases and may be required to issue additional equity or debt securities or enter into other commercial arrangements to secure the additional financial resources to support our future operations and the implementation of our business plans.

Such financing may result in dilution to stockholders, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business, prospects and results of operations.

financing may result in dilution to stockholders, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business, prospects and results of operations.

In addition, we may seek additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

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Our business is reliant on our ability to secure broadband licenses pursuant to the Report and Order and to commercialize our spectrum assets to our targeted utility and critical infrastructure customers.

Since the Report and Order, we have signed commercial agreements with seven of our target utility customers for the long-term lease or transfer of our spectrum assets.

Since the 2020 Report and Order, we have signed commercial agreements with eleven of our target utility customers for the long-term lease or the sale of our spectrum assets.

Although we are in discussions with other utilities and critical infrastructure companies, and we believe many of these utility and critical infrastructure customers have demonstrated an intention to acquire use of our 900 MHz Broadband Spectrum based on their level of engagement, there is no assurance that these discussions will continue to progress or will eventually result in contracts with these entities.

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• comply with our obligations under our existing and any future agreements with our customers on a timely basis and on commercially reasonable terms;

• compete against the purchaser of T-Mobile’s 800 MHz spectrum and other wireless companies, such as Verizon, AT&T, T-Mobile, and EchoStar and telecommunication manufacturers and vendors, many of whom have significantly greater resources and pricing flexibility, long-term relationships with our targeted customers and greater political and regulatory influence;

• successfully convince chipmakers and other technology, product and solution manufacturers and vendors to develop the technology, products and solutions required to satisfy our customers’ various use cases and meet the technical specifications established in the Report and Order;

• compete against the purchaser of T-Mobile’s 800 MHz spectrum and other wireless companies, such as Verizon, AT&T, and T-Mobile, and telecommunication manufacturers and vendors, many of whom have significantly greater resources and pricing flexibility, long-term relationships with our targeted customers and greater political and regulatory influence;

• successfully convince chipmakers and other technology, product and solution manufacturers and vendors to continue to offer or to develop the technology, products and solutions required to satisfy our customers’ various use cases and meet the technical specifications established in the Report and Order;

• successfully manage our internal business, regulatory, technical and commercial operations in an efficient and cost-effective manner.

Any failure to achieve one or more of these objectives could adversely affect our business, our results of operations and our financial condition.

We have had net losses each year since our inception and may not achieve or maintain profitability in the future.

We have incurred net losses each year since our inception and we may not achieve or maintain profitability in the future for a number of reasons, including without limitation, the costs to obtain broadband licenses, including the costs to clear the 900 MHz band, the costs to promote and commercialize our spectrum assets to our targeted utility and critical infrastructure customers, our inability to commercialize our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis and on commercially favorable terms and changes in our revenue recognition policies.

We have had net losses most years since our inception and may not achieve or maintain profitability in the future.

We have incurred net losses most years since our inception and we may not achieve or maintain profitability in the future for a number of reasons, including without limitation, the costs to obtain broadband licenses, including the costs to clear the 900 MHz band, the costs to promote and commercialize our spectrum assets to our targeted utility and critical infrastructure customers, our inability to commercialize our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis and on commercially favorable terms and changes in our revenue recognition policies.

Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in significant delays in our commercialization efforts, levels of revenue below our current expectations, or losses or expenses that exceed our current expectations.

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Our net operating losses ( “ NOLs ” ) are subject to certain restrictions and limitations, which may reduce our ability to use such NOLs in offsetting our future taxable income.

As of March 31, 2025 , we had approximately $34.0 million of federal NOL carryforwards, expiring in various amounts from 2025 through 2037 , to offset future taxable income and an additional $241.1 million in federal NOL carryforwards that can be carried forward indefinitely but are limited to 80% of future taxable income when used.

As of March 31, 2026 , we had approximately $194.2 million in federal NOL carryforwards that can be carried forward indefinitely but are limited to 80% of future taxable income when used.

In the United States, the utilization of our NOL carryforwards may be subject to a substantial annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions due to ownership change limitations that have occurred previously or that could occur in the future.

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• the cost and time required to comply with the FCC’s requirements to obtain broadband licenses in the 900 MHz band, including purchasing additional spectrum and retuning and relocating incumbents;

• our ability to enter long-term leases or transfer arrangements with our targeted utility and critical infrastructure customers on a timely basis and on commercially reasonable terms;

• our ability to enter long-term leases or sales agreements with our targeted utility and critical infrastructure customers on a timely basis and on commercially reasonable terms;

• potential uses of our spectrum based on the Report and Order and available technology;

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Risks Related to the Use of Our Spectrum

We may not be successful in the petition filed with the FCC to expand the 900 MHz Broadband Segment from 6 MHz to 10 MHz.

In February 2024, we along with several other interested parties, including major utilities and trade associations, filed a Petition for Rulemaking 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.

In January 2025, the FCC adopted a NPRM, the first step in developing rules for review and consideration.

The NPRM incorporates almost all the recommendations of our Petition and is consistent with the FCC’s practices and policies.

Nevertheless, obtaining a favorable result from the FCC may take a significant amount of time and resources.

There is no assurance that the FCC will ultimately adopt rules along the lines originally advocated by us.

As a result, our ability to successfully expand the 900 MHz Broadband Segment from 6 MHz to 10 MHz, could require more attention from our senior management team and be more expensive than we currently anticipate, and we ultimately may not be able to obtain the necessary regulatory approvals.

Our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to qualify for and obtain broadband licenses from the FCC in accordance with the requirements of the Report and Order.

Our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to qualify for and obtain broadband licenses from the FCC requirements.

If we are unable to continue to obtain broadband licenses on a timely basis, our business, liquidity, results of operations and prospects will be materially adversely affected.

Our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to obtain broadband licenses in accordance with the requirements of the Report and Order.

The Report and Order establishes three general eligibility requirements to obtain a broadband license, which we refer to herein as (i) the “50% Licensed Spectrum Test,” (ii) the “90% Broadband Segment Test” and (iii) the “240 Channel Requirement.” We need to satisfy all eligibility requirements in each county in the United States for which we desire to obtain a broadband license.

Our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to obtain broadband licenses in accordance with the FCC requirements, including three general eligibility requirements to obtain a broadband license, which we refer to herein as (i) the “50% Licensed Spectrum Test,” (ii) the “90% Broadband Segment Test” or the 5 x 5 Broadband Segment Test and (iii) the “240 or 399 Channel Requirement.” We need to satisfy all eligibility requirements in each county in the United States for which we desire to obtain a broadband license.

Under the 50% Licensed Spectrum Test, we must demonstrate that we hold more than 50% of the licensed channels in the 900 MHz band in the applicable county.

Under the 90% Broadband Segment Test, we must provide the FCC with a plan demonstrating that we hold, will protect, or have agreements with Covered Incumbents for, at least 90% of the licensed channels in the 6 MHz broadband segment designated by the FCC and within 70 miles of the county boundary.

Under the 240 Channel Requirement, we must surrender 6 MHz (240 channels) of wideband or narrowband spectrum in the applicable county to the FCC.

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.

Anterix may invoke Mandatory Retuning of channels in the 3 x 3 MHz broadband segment held by those licensees.

under the 240 MHz Channel Requirement, but we must surrender 6 MHz (240 channels) or 10 MHz (399 channels) of broadband or narrowband spectrum in the applicable county to the FCC.

If we do not have a sufficient number of channels to satisfy any of these eligibility requirements, we will be required to purchase the additional channels from incumbents in privately negotiated transactions, swap channels with incumbents (including any required retuning of the incumbent radio systems), demonstrate the ability to protect Covered Incumbents or pay for the deficiency by making an Anti-Windfall Payment.

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Our ability to acquire and/or swap the additional spectrum necessary to secure broadband licenses in a desired county on a timely and cost-effective basis will depend on the incumbents who hold the additional spectrum we need to acquire or swap and their operations that we may need to retune or replace.

Obtaining the required spectrum to qualify for broadband licenses in a particular county may take longer and be more expensive than we currently anticipate.

In addition, as discussed in more detail below, incumbents may elect not to sell or swap their existing channels on reasonable terms, or at all, and until we obtain a broadband license from the FCC, we will not be able to utilize the Mandatory Retuning procedures the FCC established in the Report and Order.

Obtaining the required spectrum to qualify for broadband licenses in a particular county may take longer and be more expensive than we

currently anticipate.

If we are unable to continue to obtain broadband licenses on favorable terms and on a timely basis, our business, liquidity, results of operations and prospects will be materially adversely affected.

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The voluntary exchange process established by the FCC in the Report and Order may not allow us to clear or relocate incumbents in certain counties in a timely manner and on commercially reasonable terms, or at all.

The Report and Order establishes a market-driven, voluntary exchange process for clearing the channels in the broadband segment.

When we apply for a broadband license, we will need to demonstrate that we satisfy the 90% Broadband Segment Test.

The Report and Order established a market-driven, voluntary exchange process for clearing the channels in the 3 x 3 MHz broadband segment.

When we apply for a 3 x 3 broadband license, we will need to demonstrate that we satisfy the 90% Broadband Segment Test to obtain a 3 x 3 broadband license or the 5 x 5 Broadband Segment Test (which requires agreements with 100% of the Covered Incumbents) for a 5 x 5 broadband license.

The fact that we will need to account for 90% of the licensed channels in the broadband segment before we can file for a broadband application, can lead to holdouts by Covered Incumbents.

For example, a Covered Incumbent may demand

compensation in an amount that is disproportionate to the cost of relocating its system or any reasonable reflection of the value of its spectrum holdings or may elect not to negotiate an agreement at all.

There is no assurance, however, that we can swap or acquire sufficient channels, including purchasing additional spectrum, swapping spectrum or entering into protective agreements with Covered Incumbents, to satisfy the 90% Broadband Segment Test in all counties on a timely basis and on commercially reasonable terms, or at all.

Further, even if we satisfy the 90% Broadband Segment Test, as part of the Mandatory Retuning process we will be required to pay any costs associated with providing Covered Incumbents with comparable facilities and paying relocation costs.

For example, a Covered Incumbent may demand compensation in an amount that is disproportionate to the cost of relocating its system or any reasonable reflection of the value of its spectrum holdings or may elect not to negotiate an agreement at all.

There is no assurance, however, that we can swap or acquire sufficient channels, including purchasing additional spectrum, swapping spectrum or entering into protective agreements with Covered Incumbents, to satisfy the 90% Broadband Segment Test or the 5 x 5 Broadband Segment Test in all counties on a timely basis and on commercially reasonable terms, or at all.

Further, even if we satisfy the 90% Broadband Segment Test, as part of the Mandatory Retuning process we may be required to pay any costs associated with providing Covered Incumbents with comparable facilities and paying relocation costs.

In addition, the FCC has exempted channels from the Mandatory Retuning process that are being utilized by incumbents operating Complex Systems.

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The members of the AAR may delay our ability to commercialize broadband licenses.

The AAR holds a nationwide geographic license for six non-contiguous channels in the 900 MHz band, three of which are located within the broadband segment established by the FCC in the Report and Order.

These channels are used by freight railroads and a small number of regional rails for Advanced Train Control System operations.

The AAR holds a nationwide geographic license for the 900 MHz A Block and is not subject to Mandatory Retuning Relocation from that spectrum must be on a voluntary basis and a failure to reach an agreement regarding the relocation to 220 MHz could prevent issuance of a 5 x 5 MHz broadband license in any county.

We recognized from the outset of the 900 MHz proceedings the importance of reaching agreements with the railroads about their relocation and worked with them throughout the FCC process.

The Report and Order acknowledged the agreement we had reached with the AAR.

In January 2020, we formalized our Agreement with the AAR in which we agreed to provide spectrum 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.

We cancelled these licenses in June 2020 in accordance with the AAR Agreement and the FCC Report and Order.

The members of the AAR appear to be on track to clear their channels during calendar year 2025.

Any delays by members of the AAR to complete the clearing of their channels could delay our ability to commercialize broadband licenses and the ability of our customers to deploy 3 x 3 MHz broadband networks in the affected area, which could harm our operations and business plans.

Our customers ’ initiatives with the federal and state agencies and commissions that regulate electric utilities may not be successful, which may impact our commercialization efforts.

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We are also working with state agencies and commissions who regulate the electrical utilities in their respective states, and who have a strong influence over electric utility buying decisions in their jurisdictions.

Our goal with these state agencies and commissions is to gain their support for allowing utilities to pass the capital costs of leasing or purchasing our spectrum assets and deploying private broadband LTE networks, technologies and solutions to ratepayers, including at a customary rate of return for the utility company.

including at a customary rate of return for the utility company.

To date, these initiatives have been successful with certain states in which our customers operate.

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

The Report and Order establishes “performance” or build-out requirements that we will be required to meet to retain and renew any broadband licenses we obtain (“Build-out Requirements”).

The 2020 Report and Order established “performance” or build-out requirements that we will be required to meet to retain and renew any broadband licenses we obtain (“Build-out Requirements”).

Performance will be measured at the six- and twelve-year anniversaries of each broadband license.

Although we have contractual rights and remedies with our licensees in the event of their failure to meet the Build-Out Requirements, a failure to satisfy the six-year anniversary requirement, accelerates the

twelve-year anniversary to a ten-year anniversary requirement.

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 MHz broadband license.

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

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

A failure to satisfy these requirements could result in the FCC’s termination of a broadband license or refusal to renew a previously issued broadband license.

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The NPSBN, which is marketed as “FirstNet”, may provide an additional source of competition to utilizing our 900 MHz spectrum assets by our targeted critical infrastructure and enterprise customers.

Federal government shutdowns could affect our ability to obtain broadband licenses from the FCC, which could adversely impact our ability to comply with our contractual obligations and to commercialize our 900 MHz spectrum assets.

Our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to qualify for and obtain broadband licenses from the FCC.

In addition, our existing commercial agreements with our customers require us to deliver cleared spectrum and broadband licenses in designated service territories on a timely basis.

The federal government shutdown that began on October 1, 2025 and ended on November 12, 2025 resulted in the FCC operating with significantly reduced staffing and suspensions of most licensing and application processing activities.

As a result, the review, processing, and grant of our broadband license applications and related filings were delayed and could continue to be delayed.

Future federal government shutdowns and any related delays could impede our ability to obtain, renew, or modify broadband licenses and other approvals necessary to satisfy our contractual obligations with our customers and to commercialize our 900 MHz spectrum assets in accordance with our business plan.

The duration of any government shutdown directly impacts our ability to deliver broadband licenses to our customers on a timely basis, satisfy our obligations and execute our commercialization strategy.

If a federal government shutdown were to recur in the future, our business, liquidity, results of operations, and prospects could be materially and adversely affected.

Risks Related to Our Organization and Structure

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There is no guarantee that these individuals will remain employed with us.

In addition, we have not obtained and do not expect to obtain key man life insurance that would provide us with proceeds in the event of the

death or disability of any of our executive officers or key personnel.

In addition, we have not obtained and do not expect to obtain key man life insurance that would provide us with proceeds in the event of the death or disability of any of our executive officers or key personnel.

If any of our executive officers or key personnel were to cease employment with us, our operating results and the implementation of our commercial and business terms could suffer.

10 unchanged sentences

As we look to grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective.

The existence of any material weakness or significant deficiency in the future may require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.

material weaknesses or significant deficiencies in a timely manner.

In addition, the existence of any material weakness in our internal controls could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our value and our ability to raise any required capital in the future.

23 unchanged sentences

Based on our review of publicly available filings as of June 19, 2026, funds affiliated with Owl Creek Asset Management, L.P.

(“Owl Creek”) beneficially owned approximately 29.0%, funds affiliated with Heard Capital LLC owned approximately 9.3%, funds affiliated with BlackRock, Inc.

owned approximately 6.2%, and funds affiliated with The Vanguard Group owned approximately 5.4%.

These four investment firms collectively beneficially own approximately 49.8% of our outstanding shares of common stock.

(“Owl Creek”) beneficially owned approximately 27.8%, funds affiliated with Heard Capital LLC owned approximately 8.8%.

These two investment firms collectively beneficially own approximately 36.6% of our outstanding shares of common stock.

In addition, one of our directors is the Chief Portfolio Manager of Owl Creek.

11 unchanged sentences

Repurchases we consummate could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance.

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

Our Board authorized a share repurchase program (the “2023 Share Repurchase Program”) pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026.

The manner, timing and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities.

22 unchanged sentences

• before that person became an interested stockholder, our Board approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

• upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) stock held by directors who are also officers of our Company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer;

interested stockholder) stock held by directors who are also officers of our Company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer;

• following the transaction in which that person became an interested stockholder, the business combination is approved by our Board and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of our outstanding voting stock not owned by the interested stockholder.

13 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 1A. Risk Factors