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Item 7. Management’s Discussion and Analysis

2026-06-25 compared with 2025-06-24 · 84 added, 97 removed, 150 unchanged (55% of the section changed)

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Our actual results may differ from these estimates under different assumptions or conditions.

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.

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.

Refer to our Business Section of this Annual Report for a more complete description of the nature of our business, including details regarding the process and costs to secure our broadband licenses.

Business Developments

LCRA Expansion Agreement

In January 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 our first LCRA Agreement for total estimated consideration of $13.5 million.

Oncor Agreement

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

The total payment of $102.5 million comprises an initial payment of $10.0 million received in June 2024 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.

Corporate Developments

Executive Chairman Transition

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

In addition, we entered into a consulting agreement with Mr.

See Note 10 Related Party Transactions for further discussion.

We appointed Thomas R.

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

The Board also appointed Mr.

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

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

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

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

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

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

Chief Executive Officer Transition

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

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

Lang as our principal executive officer for purposes of the rules and regulations of the SEC.

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

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

In connection with Mr.

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

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

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

Schwartz received an option exercise period extension.

See Note 13 Stockholders’ Equity for further discussion.

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.

On April 16, 2026, we entered into a 10 MHz 900 MHz spectrum license sale agreement with Public Utility District No.

1 of Benton County (“Benton PUD”) to provide 900 MHz Broadband Spectrum in the 10 MHz broadband configuration, covering Benton County, Washington, (the “Benton Agreement”) for a total consideration of $0.8 million.

This will enable Benton PUD to deploy a private wireless broadband network that will provide the taxpayer-owned utility and the community it serves with transformative communications capabilities to support its energy leadership, cooperation, and stewardship.

On March 30, 2026, we entered into a spectrum license sale agreement with NWE to provide 900 MHz Broadband Spectrum in the 10 MHz broadband configuration, (the “NWE Agreement”) for a total consideration of $7.7 million.

This agreement marks our first deployment of 10 MHz broadband configuration in the 900 MHz band providing the foundation NWE needs to build a secure platform for a modern grid, enabling the delivery of safe, reliable energy for the communities they serve.

On March 25, 2026, we entered into a spectrum license sale agreement with TNMP to provide 900 MHz Broadband Spectrum covering Brazoria County and Galveston County, Texas, (the “TNMP Agreement”) for a total consideration of $3.2 million, facilitating TNMP to deploy a mission- critical private wireless network designed to strengthen grid reliability and support essential service improvements across its territory.

On February 18, 2026, the FCC adopted the 2026 Report and Order to expand 900 MHz band to 10 MHz.

On January 30, 2026, we entered into a spectrum license sale agreement with CPS to provide 900 MHz broadband license covering Bexar County, Texas, (the “CPS Agreement”) for a total payment of $13.0 million, facilitating CPS to deploy a utility private wireless broadband network that will strengthen its grid operations, enhance reliability, and accelerate innovation at scale.

In November 2025, Anterix, Inc.

and Crown Castle, one of the nation’s largest tower companies, announced a new turnkey tower service, TowerX TM , that helps utilities accelerate buildout timelines by providing access to pre-negotiated tower sites, centralized data and expert support.

We also relaunched CatalyX®, a turnkey SIM provisioning, connectivity management and roaming solution that helps utilities efficiently and securely activate and manage devices across public and private networks.

Results of Operations

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Loss from disposal of long-lived assets, net 44 3

Loss from operations (11,714) (10,122)

Income (loss) from operations 93,930 (11,714)

Interest income 1,633 2,159

Other income 143 75

Loss before income taxes (9,480) (7,515)

Income (loss) before income taxes 95,706 (9,480)

Income tax expense 5,071 1,892

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

Our net loss for Fiscal 2025 increased by approximately $2.2 million, or 25%, to $11.4 million from $9.1 million in Fiscal 2024.

The increase in net loss was primarily due to the following:

Net income (loss) $ 90,635 $ (11,372)

Our net income for Fiscal 2026 increased by approximately $102.0 million, or 897%, to $90.6 million from a net loss of $11.4 million in Fiscal 2025.

The increase in net income was primarily due to the following:

• Spectrum revenues increased by $0.5 million, or 8%, to $6.5 million in Fiscal 2026 from $6.0 million in Fiscal 2025.

The increase in our spectrum revenue was primarily attributable to revenue recognized in connection with our agreement with Xcel Energy of approximately $1.3 million and our agreement with Evergy of approximately $0.6 million.

The increase in our spectrum revenue was primarily attributable to revenue recognized in connection with our agreements with TECO of approximately $0.6 million, Xcel Energy of approximately $0.3 million, and Ameren of approximately $0.1 million, partially offset by $0.5 million lower revenue from our agreement with Motorola Solutions.

For a discussion of our revenue recognition policy, refer to Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.

• General and administrative expenses decreased by $6.6 million, or 15%, to $36.1 million in Fiscal 2026 from $42.7 million in Fiscal 2025.

The decrease resulted from $2.6 million lower stock compensation expense, $0.9 million lower consulting fees, $0.3 million lower regulatory fees and $0.2 million lower recruiting costs, partially offset by $0.5 million higher headcount related costs primarily driven by merit increases, $1.0 million due to fiscal 2024 executive bonuses related to the Oncor Agreement deemed fiscal 2025 compensation and $0.7 million higher professional services fees.

The decrease resulted from $1.7 million lower stock compensation expense, $3.0 million headcount related costs, $1.5 million professional services and $0.6 million contract consulting fees, partially offset by $0.2 million higher travel and entertainment expense.

• Sales and support expense increased by $0.8 million, or 13%, to $6.9 million in Fiscal 2026 from $6.1 million in Fiscal 2025.

The increase primarily resulted from $0.5 million higher headcount related costs, $0.3 million fees related to the Oncor Agreement, partially offset by $0.2 million in lower contract consulting fees and $0.2 million stock compensation expense.

• Severance and other related expenses increased by $3.8 million, or 100%, to $3.8 million in Fiscal 2025 from zero for Fiscal 2024.

The increase is primarily attributable to severance and stock compensation expenses related to the CEO Transition and workforce reduction.

• Gain on exchange of intangible assets, net decreased by $12.2 million, or (35)%, to $22.8 million in Fiscal 2025 from $35.0 million for Fiscal 2024.

The increase primarily resulted from $0.4 million higher headcount related costs, $0.2 million contract

consulting fees, $0.2 million stock compensation expense and $0.1 million marketing expense, partially offset by $0.1 million lower professional services fees.

• Product development expenses decreased by $1.0 million, or 18%, to $4.7 million in Fiscal 2026 from $5.7 million in Fiscal 2025.

The decrease primarily resulted from $1.2 million lower contract consulting fees, $0.4 million IT related costs, partially offset by $0.5 million higher stock compensation expense and $0.1 million headcount related costs.

• Severance and other related expenses increased by $0.8 million, or 22%, to $4.6 million in Fiscal 2026 from $3.8 million for Fiscal 2025.

The increase is primarily attributable to $2.7 million higher severance related to the Fiscal 2026 workforce reduction, partially offset by $1.9 million due to severance payments and lower stock compensation expenses related to the most recent CEO transition and Fiscal 2025 workforce reduction.

• Gain on exchange of intangible assets, net increased by $82.6 million, or 362%, to $105.4 million in Fiscal 2026 from $22.8 million for Fiscal 2025.

During Fiscal 2026, we exchanged our narrowband licenses for broadband licenses in 219 counties.

In connection with the exchange, we recorded an estimated accounting cost basis of $27.0 million for the new broadband licenses and disposed of $4.2 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 67 counties.

As a result, we recorded a $$22.8 million

non-monetary gain on exchange of the intangible assets on our Consolidated Statements of Operations.

In connection with the exchange, we recorded $139.6 million for the new broadband licenses and disposed of $34.2 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 219 counties (including additional clearing cost for previously exchanged narrowband licenses).

As a result, we recorded a $105.4 million non-monetary gain on exchange of the intangible assets on our Consolidated Statements of Operations.

During Fiscal 2025, we exchanged our narrowband licenses for broadband licenses in 67 counties.

In connection with the exchange, we recorded $27.0 million for the new broadband licenses and disposed of $4.2 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 67 counties (including additional clearing cost for previously exchanged narrowband licenses).

As a result, we recorded a $22.8 million non-monetary gain on exchange of the intangible assets on our Consolidated Statements of Operations.

Refer to Note 7 Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the exchanges.

• Gain on sale of intangible assets, net increased by $16.5 million, or 90%, to $34.8 million in Fiscal 2026 from $18.3 million for Fiscal 2025.

During Fiscal 2026, we transferred to LCRA and Oncor 64 and 91 broadband licenses, respectively, and recorded a $34.8 million gain on sale of intangible assets on our Consolidated Statements of Operations.

During Fiscal 2025, we transferred to Oncor four broadband licenses and recorded a $18.3 million gain on sale of intangible assets on our Consolidated Statements of Operations.

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• Income tax expense increased by $3.2 million, or 168%, to $5.1 million in Fiscal 2026 from $1.9 million in Fiscal 2025.

The increase was primarily attributable to higher state effective tax rate due to taxable income related to customer milestone payments.

The increase primarily resulted from higher provisions of $1.9 million for federal and $1.3 million for state driven by the gain on sales and exchanges of intangible assets.

Liquidity and Capital Resources

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Treasury, our operating activities, any cash proceeds we generate through our commercialization activities, our ability to timely deliver broadband licenses to our customers in accordance with our contractual obligations and our obligation to refund payments or pay penalties if we do not meet our commercial obligations.

The repurchase of shares of our common stock under our share

repurchase program would also reduce our available cash and cash equivalents.

The repurchase of shares of our common stock under our share repurchase program would also reduce our available cash and cash equivalents.

We deploy this capital at our determined pace based on several key ongoing factors, including customer demand, market opportunity, and offsetting income from spectrum leases.

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See “Risk Factors” in Item 1A of Part I of this Annual Report for a reference to the risks and uncertainties that could cause our costs to be more than we currently anticipate and/or our revenue and operating results to be lower than we currently anticipate.

If required, we intend to raise additional capital through debt or equity financing or through some other financing arrangement.

If required, we intend to raise additional capital through debt or equity financing or through some other

financing arrangement.

However, we cannot be sure that additional financing will be available if and when needed, or that, if available, we can obtain financing on terms favorable to our stockholders and to us.

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(in thousands) 2026 2025

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

Net cash provided by (used in) operating activities

$ 5,511 $ (29,263)

Net cash provided by investing activities

Net cash used in financing activities $ (6,590) $ (25,140)

Net cash (used in) provided by operating activities

$ 40,534 $ 22,753

Net cash provided by (used in) financing activities

$ 3,594 $ (6,590)

Net cash provided by (used in) operating activities

Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced payments.

For spectrum revenue agreements, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the term of the lease, which is typically 20 to 30 years.

For spectrum lease agreements, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the term of the lease, which is typically 20 to 30 years.

For spectrum sale agreements, we record advanced payments as a contingent liability on our Consolidated Balance Sheets and derecognize this liability upon closing of the sale along with recording a gain or loss on sale.

In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for the difference in cost basis as we exchange narrowband licenses for broadband licenses.

We expect net cash (used in) provided by operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities.

The following represents our changes in net cash (used in) provided by operating activities for Fiscal 2025 and Fiscal 2024.

In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for our exchange of narrowband licenses for broadband licenses.

We expect net cash provided by (used in) operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities.

The following represents our changes in net cash provided by (used in) operating activities for Fiscal 2026 and Fiscal 2025.

Net cash provided by operating activities was approximately $5.5 million in Fiscal 2026.

The net cash provided by operating activities in Fiscal 2026 was primarily due to the following:

• $90.6 million increase related to our operating income, which includes a reduction of $127.7 million of non-cash items primarily driven by the gain on exchange of intangible assets of $105.4 million and the gain on sale of $34.8 million.

Refer to the Results of Operations ;

• $36.5 million increase in deferred revenue due to $27.6 million cash proceeds from TECO, $8.9 million cash proceeds from Xcel Energy and $6.5 million from CPS related to our 900 MHz Broadband Spectrum contracts offset by $6.5 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum;

• $6.2 million increase in contingent liability primarily related to the LCRA Agreements net of transferred broadband licenses.

Net cash used in operating activities was approximately $29.3 million in Fiscal 2025.

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• $2.7 million increase in accrued severance and other related charges primarily due to the CEO Transition and workforce reduction offset by $0.4 million in cash payments;

• $2.5 million increase in deferred revenue due to $8.5 million cash proceeds from Ameren Corporation related to cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $6.0 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum;

• $2.5 million increase in deferred revenue due to $8.5 million cash proceeds from Ameren related to cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $6.0 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum;

• $6.0 million increase in contingent liability related to the Oncor Agreement net of transferred broadband licenses for four counties.

Net cash provided by operating activities was approximately $42.0 million in Fiscal 2024.

The net cash provided by operating activities in Fiscal 2024 was primarily due to the following:

• $9.1 million decrease related to our operating loss, which includes $23.6 million of non-cash items.

Refer to the Results of Operations ;

• $61.5 million increase in deferred revenue due to $66.0 million cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $4.2 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum;

• $15.0 million increase in contingent liability related to the LCRA Agreement.

Net cash provided by investing activities

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Net cash provided by investing activities was approximately $40.5 million and $22.8 million in Fiscal 2026 and Fiscal 2025, respectively.

For Fiscal 2026, the net cash provided by investing activities resulted from $67.7 million sale of spectrum related to our transfer of 64 and 91 broadband licenses to LCRA and Oncor, respectively, offset by $27.2 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $31 thousand for purchases of equipment.

For Fiscal 2025, the net cash provided by investing activities resulted from $40.9 million sale of spectrum related to our transfer of four broadband licenses to Oncor, offset by $18.1 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.1 million for purchases of equipment.

For Fiscal 2024, the net cash provided by investing activities resulted from $25.4 million sale of spectrum related to our transfer of the San Diego County and Imperial County broadband license to SDG&E, offset by $17.0 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.3 million for purchases of equipment.

Net cash used in financing activities

Net cash provided by (used in) financing activities

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period.

We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock.

The following represents our changes in net cash used in financing activities for Fiscal 2025 and Fiscal 2024.

Net cash used in financing activities was approximately $6.6 million and $25.1 million in Fiscal 2025 and Fiscal 2024, respectively.

For Fiscal 2025, net cash used in financing activities was primarily from the repurchase of common stock of $8.4 million, payments of withholding tax on net issuance of restricted stock of $1.8 million, partially offset by the proceeds from stock option exercises of $3.7 million.

For Fiscal 2024, net cash used in financing activities was primarily from the repurchase of common stock of $24.7 million, payments of withholding tax on net issuance of restricted stock of $1.2 million, partially offset by the proceeds from stock option exercises of $0.8 million.

The following represents our changes in net cash provided by (used in) financing activities for Fiscal 2026 and Fiscal 2025.

Net cash provided by (used in) financing activities was approximately $3.6 million and $6.6 million in Fiscal 2026 and Fiscal 2025, respectively.

For Fiscal 2026, net cash provided by financing activities was primarily from the proceeds of stock option exercises of $5.4 million, partially offset by the repurchase of common stock of $1.0 million, and payments of withholding tax on net issuance of restricted stock of $0.8 million.

For Fiscal 2025, net cash used in financing activities was primarily for the repurchase of common stock of $8.4 million, payments of withholding tax on net issuance of restricted stock of $1.8 million, partially offset by the proceeds from stock option exercises of $3.7 million.

Expected future cash proceeds

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Xcel Energy — 4,000

LCRA 13,000 15,500

TECO — 27,600

Oncor 58,300 —

Benton PUD 200 500

Total $ 25,300 $ 23,400

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the timeline and costs to acquire broadband licenses pursuant to the Report and Order, including the costs to acquire additional spectrum, the costs related to retuning, or swapping spectrum held by 900 MHz site-based licensees in the broadband segment that is required under section 90.621(b) to be protected by a broadband licensee with a base station at any location within the county, or any 900 MHz geographic-based SMR licensee in the broadband segment whose license area completely or partially overlaps the county, and the costs of paying Anti-Windfall Payments.

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters.

We have also entered into multiple lease agreements for tower space related to our spectrum holdings.

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

These lease expiration dates range from April 8, 2026 to February 28, 2033.

Total estimated payments for these lease agreements are approximately $5.1 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us).

We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”).

Total estimated payments as a result of the ARO is approximately $0.6 million.

We also had an obligation to clear the tower site locations, for which we previously recorded an asset retirement obligation (the “ARO”).

During the year ended March 31, 2026, we cleared its tower site locations that were associated with its ARO balances and as a result, we no longer have an ARO

balance as of March 31, 2026.

See Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report for further information on the ARO.

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As of March 31, 2026, our total estimated future payments for these agreements with incumbents are approximately $36.4 million.

Xcel Energy Guaranty

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

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

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

As of March 31, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $67.4 million, reflecting a reduction in liability due to the obligations performed to date and revenue recognized.

In June 2025, we entered into an agreement to retune and acquire wireless licenses for approximately $28.0 million.

In connection with this agreement, we entered into a guaranty agreement with the incumbent, under which we guaranteed the payment and performance of all obligations under the agreement to the incumbent in the event of default.

In addition, to the extent we have performed any obligations under the agreement, our liability and remaining obligations will extend only to the remaining obligations.

As of March 31, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $18.2 million.

Share Repurchase Program

In September 2021, our Board authorized a share repurchase program pursuant to which we may repurchase up to $50.0 million of our common stock on or before September 29, 2023.

We repurchased and subsequently retired a total of

$33.9 million of our common stock under the 2021 Share Repurchase Program, including $10.7 million during fiscal year 2024.

On September 21, 2023, our Board authorized the new 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.

We repurchased and subsequently retired a total of $13.9 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2024.

We repurchased and subsequently retired a total of $8.4 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2025.

In September 2023, our Board authorized 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.

We may repurchase shares of our common stock via the open market and/or privately negotiated transactions.

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

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

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

For the year end March 31, 2026 and 2025, we had no excise tax expense.

The following table presents the share repurchase activity for Fiscal 2026 and Fiscal 2025 (in thousands, except per share data):

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Further, to the extent that there are differences between our estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that the accounting policies discussed below are critical to understanding our historical performance, as these policies relate to the more significant areas involving our judgments and estimates.

We believe that the accounting

policies discussed below are critical to understanding our historical performance, as these policies relate to the more significant areas involving our judgments and estimates.

We believe that the areas described below are the most critical to aid in fully understanding and evaluating our reported financial results, as they require management’s significant judgments in the application of accounting policy or in making estimates and assumptions that are inherently uncertain and that may change in subsequent periods.

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Furthermore, if management determines that for impairment testing purposes, the 600 MHz auction price is not the appropriate market-based fair value, and the new estimated fair value is lower by over 50%, our intangible assets would still not be impaired as the current estimated fair value for impairment testing purposes exceeds book value by more than 50%.

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

We use Demonstrated Intent (“DI”) to allocate licenses by geographical region.

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

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

During the year ended March 31, 2026, we performed a step zero qualitative approach impairment test as of January 1, 2026, for each geographical market or deal market, to test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing.

Per the results of the step zero test, we were not required to perform a step one analysis.

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

Based on the results of the impairment tests, there were no impairment charges recorded during the year ended March 31, 2026 and 2025.

Recent Accounting Pronouncements

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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 7. Management’s Discussion and Analysis