What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-25 compared with 2025-06-24 · 423 added, 331 removed, 798 unchanged (49% of the section changed)

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Attestation Report on Internal Control over Financial Reporting

Our management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that exempt certain smaller reporting companies, as that term is defined in Rule 12-b2 of the Exchange Act, from such requirement.

Our management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that exempt non-accelerated filers, as that term is defined in Rule 12-b2 of the Exchange Act, from such requirement.

Changes in Internal Control over Financial Reporting

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Reports of Independent Registered Public Accounting Firms (PCAOB ID Number 34)

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

Consolidated Balance Sheets as of March 31, 2026 and 2025

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4.2 Description of Common Stock (filed as Exhibit 4.5 to the Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on May 28, 2020 and incorporated herein by reference (File No.

10.1+ 2004 Stock Plan, as amended (filed as Exhibit 10.1 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

10.2+ Form of Stock Option Agreement under 2004 Stock Plan (filed as Exhibit 10.2 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

10.3+ 2010 Stock Plan, as amended (filed as Exhibit 10.3 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

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

333-201156)).

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

333-201156)).

10.1+ 2014 Stock Plan (filed as Exhibit 10.6 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

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333-201156)).

10.12† Asset Purchase Agreement, dated May 13, 2014, by and among the Company, and FCI 900, Inc., ACI 900, Inc., Machine License Holding, LLC, Nextel WIP License Corp., and Nextel License Holdings 1, Inc.

(filed as Exhibit 10.14 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

10.13 Letter Amendment to the Asset Purchase Agreement, dated May 28, 2014, by and among the Company and FCI 900, Inc., ACI 900, Inc., Machine License Holding, LLC, Nextel WIP License Corp., and Nextel License Holdings 1, Inc.

(filed as Exhibit 10.15 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

10.14† Management Services Agreement, dated September 15, 2014, by and between the Company and Sprint Spectrum, L.P.

(filed as Exhibit 10.18 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

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

333-201156)).

10.16† Spectrum Rights Agreement, dated September 8, 2014, by and between PDV Spectrum Holding Company, LLC and Motorola Solutions, Inc.

(filed as Exhibit 10.20 to the Registration Statement on Form S-1, filed with the SEC on December 19, 2014 and incorporated herein by reference (File No.

333-201156)).

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

10.7+ The Company’s Executive Severance Plan as amended December 5, 2024 (filed as Exhibit 10.17 to the Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on June 24, 2025 and incorporated herein by reference (File No.

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

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

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

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

10.14+ Senior Executive Form of Performance-Based Restricted Stock Units Agreement and Grant Notice (2021 Short-Term Incentive Plan) under the 2014 Stock Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 16, 2020 and incorporated herein by reference (File No.

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

10.18# Executive Form of Notice of Grant of Stock Option and Stock Option Agreement under 20 23 Stock Plan

10.19# Executive Form of Performance-Based Stock Option Agreement and Grant Notice under the 2023 Stock Plan

10.20# Executive Form of Restricted Stock Units Agreement and Grant Notice under the 2023 Stock Plan

10.21# Executive Form of Performance-Based Restricted Stock Units Agreement and Grant Notice under the 2023 Stock Plan

10.22# Non-Employee Director Form of Notice of Grant of Restricted Stock Awar ds and Restricted Stock Awards Agreement under 20 23 Stock Plan

10.23# Employee Form of Notice of Grant of Stock Option and Stock Option Agreement under 2023 Stock Plan

10.24# Employee Form of Restricted Stock Units Agreement and Grant Notice under the 2023 Stock Plan

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

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

10.30+ Bonus Agreement, dated as of October 03, 2025, by and between the Company and Christopher Guttman-McCabe.

(filed as Exhibit 10.

1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 202 5 , filed with the SEC on February 11, 202 6 and incorporated herein by reference (File No.

001-36827) ).

19.1# Insider Trading Policy.

21.1# Subsidiaries of Registrant.

23.1# Consent of Deloitte & Touche LLP (US) Independent Registered Public Accounting Firm relating to the Consolidated Financial Statements of the Company, dated June 25, 2026.

23.2# Consent of Grant Thornton LLP Independent Registered Public Accounting Firm relating to the Consolidated Financial Statements of the Company, dated June 25, 2026.

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

Lang and Timothy A.

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

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

Pursuant to the requirements of the Securities Act of 1933, this Annual Report has been signed by the following persons in the capacities and on the dates indicated.

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Lang President and Chief Executive Officer (Principal Executive Officer) June 25, 2026

/s/ Timothy A.

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

/s/ Elena Marquez

Chief Financial Officer (Principal Financial and Accounting Officer) June 25, 2026

Elena Marquez

/s/ Thomas Kuhn Executive Chairman of the Board June 25, 2026

/s/ Jeffrey Altman Director June 25, 2026

Jeffrey Altman

/s/ Leslie B.

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Mahvash Yazdi

/s/ Jeffrey Altman Director June 24, 2025

Jeffrey Altman

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 34 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)

Consolidated Balance Sheets as of March 31, 2026 and 2025

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

To the shareholders and the Board of Directors of Anterix Inc.

Opinion on the Financial Statements

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

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

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

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

and subsidiaries (the “Company”) as of March 31, 2026, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America (GAAP).

Basis for Opinion

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

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

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

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

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

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Change in Business Model, Which Impacted the Accounting for Spectrum Sales Transactions – Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

During the fourth quarter of fiscal 2026, the Company evolved its business strategy.

Building on its foundational 900 MHz spectrum position, the Company transitioned from a model focused primarily on long-term spectrum leasing to a broader operating model which involves both leases and sales of spectrum.

In the ordinary course of business, the Company seeks to secure and expand its 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 its spectrum designed to generate recurring revenue.

We identified the Company’s change in business model, which impacted the accounting of its spectrum sales transactions to be recognized as revenue, as a critical audit matter due to the judgment in evaluating the change in the Company’s business strategy as well as the timing of the change and related accounting implications.

This required a high degree of auditor judgment and increased audit effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating the change in business strategy and the accounting of spectrum sales transactions to be recognized as revenue included the following, among others:

• We evaluated the change in the Company’s business model as well as the timing of the change, by performing the following:

◦ We inquired of selected members of the Company’s executive management team and Board of Directors,

◦ We inspected the Company’s Board of Directors meeting materials, including agendas, presentations and meeting minutes,

◦ We read publicly available information, including the Company’s website, press releases, investor materials, analysts’ reports, earnings call transcripts, industry outlook reports, regulatory filings and social media posts by management,

◦ We inspected the Company’s marketing materials and internal strategy documents,

◦ We compared the Company’s new and historical spectrum sales contracts to identify and evaluate key differences, and

◦ We evaluated the Company’s fiscal 2027 forecast to understand growth expectations for the sales of spectrum and customer pipeline opportunities.

• We evaluated the Company’s revenue recognition accounting related to spectrum sales transactions entered during the fourth quarter of fiscal 2026.

• We tested the effectiveness of controls over management’s application of the accounting for sales of spectrum.

• We evaluated the Company’s financial statement disclosures with respect to the change in business strategy.

Gain on Exchange of Intangible Assets, net – Refer to Notes 2 and 7 to the financial statements

Critical Audit Matter Description

The Company enters into agreements to exchange its spectrum licenses with the Federal Communications Commission (FCC).

As the Company exchanges its narrowband licenses for broadband licenses, which is dependent upon approval from the FCC, the spectrum licenses acquired as part of this exchange of nonmonetary assets are recorded at their fair value, as defined by the FCC’s 2020 Report and Order (i.e., the lower of the 600 MHz auction pricing or estimated contract price).

The narrowband licenses that are surrendered to the FCC upon the exchange are recorded at their carrying value, which includes the original acquisition cost, anti-windfall payments and clearing costs.

The difference between the carrying value of the narrowband licenses surrendered and the fair value of the broadband licenses received is recorded as a gain or loss on exchange of intangible assets.

For the year ended March 31, 2026, the Company recorded a gain on exchange of intangible assets of $105.4 million.

We identified the Company’s determination of fair value used to measure the gain on exchange of spectrum licenses, which are intangible assets, as a critical audit matter due to the significant judgment used by management.

This required a high degree of auditor judgment and increased audit effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to auditing the gain on exchange of intangible assets included the following, among others:

• With the assistance of our Fair Value Specialists, we performed the following:

◦ We independently estimated the fair value of the spectrum licenses based on 600 MHz auction prices and compared to the Company’s estimated fair value,

◦ We analyzed recent market transactions to assess the comparability to, and the reasonableness of, the Company’s estimated fair value, and

◦ We evaluated the Company specific spectrum sales entered by the Company in the fourth quarter of fiscal 2026 as indicative of fair value and compared to the Company’s estimated fair value.

• We evaluated the Company’s accounting for nonmonetary exchanges related to the gain on exchange of intangible assets, including whether the exchanges had commercial substance.

/s/ DELOITTE & TOUCHE LLP

Morristown, New Jersey

June 25, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Opinion on the financial statements

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

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

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

Basis for opinion

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

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

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

Critical audit matters

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

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/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2018.

We served as the Company’s auditor from 2018 to 2025.

New York, New York

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Total liabilities 202,889 176,503

Commitments and contingencies

Commitments and contingencies (See Note 15)

Stockholders’ equity

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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 )

Net loss per common share basic and diluted $ ( 0.61 ) $ ( 0.49 )

Weighted-average common shares used to compute basic and diluted net loss per share 18,562,446 18,765,190

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

Net income (loss) per common share basic

$ 4.85 $ ( 0.61 )

Net income (loss) per common share diluted

$ 4.83 $ ( 0.61 )

Weighted-average common shares used to compute basic net income (loss) per share 18,688,175 18,562,446

Weighted-average common shares used to compute diluted net income (loss) per share 18,755,739 18,562,446

See accompanying notes to consolidated financial statements.

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Retirement of common stock ( 43 ) — — ( 990 ) ( 990 )

Net loss — — — ( 11,372 ) ( 11,372 )

Net income — — — 90,635 90,635

Balance at March 31, 2026 18,914 $ 2 $ 564,617 $ ( 302,298 ) $ 262,321

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CASH FLOWS FROM OPERATING ACTIVITIES

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

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

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

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

Depreciation and amortization 464 548

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Other liabilities ( 127 ) ( 406 )

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

Net cash provided by (used in) operating activities

5,511 ( 29,263 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of intangible assets, including refundable deposits, retuning costs and swaps ( 18,095 ) ( 17,031 )

Purchases of intangible assets and other related costs

( 27,172 ) ( 18,095 )

Proceeds from sale of spectrum 67,737 40,935

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Net cash provided by investing activities

40,534 22,753

CASH FLOWS FROM FINANCING ACTIVITIES

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Payments of withholding tax on net issuance of restricted stock ( 770 ) ( 1,843 )

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

Net cash provided by (used in) financing activities

3,594 ( 6,590 )

Net change in cash and cash equivalents and restricted cash 49,639 ( 13,100 )

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Nature of Operations

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

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

As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico, the Company is uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations.

The Company is focused on commercializing its spectrum assets and expanding the benefits and solutions it offers to enable the Company’s targeted utility and critical infrastructure customers to deploy private broadband networks.

(the “Company”) 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.

The Company’s mission is to transform critical infrastructure connectivity, commercialize its 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.

The Company was originally incorporated in California in 1997 and reincorporated in Delaware in 2014.

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Business Developments

LCRA Expansion Agreement

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

Oncor Agreement

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

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

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

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

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

Corporate Developments

Executive Chairman Transition

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

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

See Note 10 Related Party Transactions for further discussion.

The Company appointed Thomas R.

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

The Board also appointed Mr.

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

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

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

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

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

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

Chief Executive Officer Transition

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

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

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

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

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

During fiscal 2026, the Company evolved its business strategy.

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

In the ordinary course of business, the Company now secures and expands its spectrum position, clears and retunes spectrum, monetizes spectrum through both sales and long-term leases, and develops a growing portfolio of products and services offerings around its spectrum that are designed to generate recurring revenue.

Together, these activities form the foundation of how the Company generates revenue today and how it expects to generate revenue over time.

The Company’s new brand and visual identity, introduced during the fourth quarter, reflects this evolution.

On March 30, 2026, the Company entered into a spectrum license sale agreement with NorthWestern Energy (“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 the Company’s 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, the Company entered into a spectrum license sale agreement with Texas-New Mexico Power Company (“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 Federal Communications Commission (the “FCC”) adopted the 2026 Report and Order to expand 900 MHz band to 10 MHz.

On January 30, 2026, the Company entered into a spectrum license sale agreement with CPS Energy (“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, the Company 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.

Additionally, the Company 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.

Summary of Significant Accounting Policies

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

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

All intercompany accounts and transactions have been eliminated in consolidation.

Revision to Spectrum Sale Transaction Presentation

The Company generates income primarily through long-term leases and sales of spectrum assets.

For spectrum lease agreements, payments received from customers were recorded as deferred revenue on the Company’s Consolidated Balance Sheets, with revenue recognized ratably over the contractual term beginning on the date the Company delivered cleared 900 MHz Broadband Spectrum and the associated broadband leases to the customer on a county-by-county basis in accordance with Revenue from Contracts with Customers (“ASC 606”).

Historically, for spectrum sale agreements, payments received in advance of closing were recorded as contingent liabilities on the Company’s Consolidated Balance Sheets.

Upon closing of the sale and delivery of the cleared 900 MHz Broadband Spectrum and associated broadband licenses to the customer by county, the Company derecognized the contingent liability and recorded a gain on sale of intangible assets within operating expenses under Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610”).

During fiscal 2026, the Company evolved its business strategy, transitioning from a model focused predominantly on long-term spectrum leasing to a broader operating model that now includes securing and expanding its spectrum position, clearing and retuning spectrum, monetizing spectrum through both sales and long-term leases, and developing a growing portfolio of products and services offerings around its spectrum that are designed to generate recurring revenue.

Prior to December 31, 2025, sale agreements were deemed an exception to the Company’s business model and were entered into with utilities containing Complex Systems on a case by case basis not in the ordinary course of business, resulting in sale agreements being accounted for under ASC 610.

However, as a result of the Company’s business strategy evolution, the Company determined that sale agreements entered into after December 31, 2025 were completed in the ordinary course of business.

The shift in business model will result in the recognition of such transactions as revenue under ASC 606, with the associated broadband costs reflected within operating expenses.

The Company operates as a single operating and reportable segment.

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As of March 31, 2026 and 2025, substantially all of the Company’s cash balances exceeded the federally insured limits.

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

During the years ended March 31, 2026 and 2025, each of the Company’s customers related to spectrum agreements accounted for greater than 10 % of total revenue, except for Tampa Electric Company (“TECO”).

Property and Equipment

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Accounting for Asset Retirement Obligations

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

An Asset Retirement Obligations (“ARO”) is evaluated and recorded, as appropriate, on assets for which the Company has a legal obligation to retire.

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

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

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

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

As of March 31, 2026 and 2025, the Company settled approximately $ 0.4 million and $ 5 thousand, respectively of its obligations to restore the leased premises to their original condition and decreased its ARO accrual by $ 0.1 million and $ 0.1 million, respectively based on estimated future cash flows.

Changes in the liability for the ARO for the years ended March 31, 2026 and 2025 are summarized below (in thousands):

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Noncurrent liabilities - included in other liabilities

During the year ended March 31, 2026, the Company cleared its tower site locations that were associated with its ARO and based on an evaluation of lease terms and site restoration requirements, the Company determined that no additional obligation was required.

Intangible Assets

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

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

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

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

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

During the year ended March 31, 2026, the Company 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, the Company was not required to perform a step one analysis.

During the year ended March 31, 2025, the Company 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 years ended March 31, 2026 and 2025.

As of March 31, 2026 and 2025, the fair value materially exceeds carrying value of the Company’s intangible assets.

Exchanges of Intangible Assets

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The licenses are exchanged or cancelled at their carrying value and adjusted for any gain or loss recognized.

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

Upon receipt of FCC approval, the spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at their fair value as of the exchange date (i.e., the lower of the 600 MHz auction or estimated contract price).

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

For the purpose of the valuation of broadband licenses received in

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

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

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

See Note 7 Intangible Assets for a discussion on the Company’s spectrum exchanges during the years ended March 31, 2026 and 2025.

Broadband Licenses Held for Sale

As a result of the Company’s evolved business strategy and the change in the accounting for its spectrum sale agreements, the Company now classifies its broadband licenses associated with signed spectrum sale agreements entered into after December 31, 2025 as held for sale in the period in which all specified GAAP criteria are met.

Pursuant to these criteria, the Company classifies its broadband licenses as held for sale upon the completion of the exchange of a narrowband licenses for the broadband license associated with a county included in a signed sale agreement, with an expected closing date within one year .

The Company measures its broadband licenses that are held for sale at their fair value as of the classification date, which is the lower of the 600 MHz auction or estimated contract price.

Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met.

As of March 31, 2026 and 2025, the Company had no licenses deemed held for sale.

Spectrum Receivable and Deferred Broadband Costs

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

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

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

If it is determined that there is an impairment, the Company will expense the assets to the extent of the potential loss.

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

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

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

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

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

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

Substantially all of the leases are classified as operating leases.

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

All of the leases are classified as operating leases.

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

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

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

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

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Judgment may be used to determine the standalone selling prices for items that are not sold separately, including services provided at no additional charge.

For the Company’s customer agreements, most of the performance obligations involve delivering leased spectrum on a county-by-county basis and are generally satisfied over time as services are provided.

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

For the Company’s customer agreements, most of the performance obligations involve delivering cleared 900 MHz Broadband Spectrum and the associated broadband license or lease on a county-by-county basis.

For broadband license transfers, the performance obligation is satisfied at a point in time when control of the broadband license is transferred to the customer upon delivery.

Accordingly, revenue is recognized upon delivery of the broadband license.

For broadband spectrum lease arrangements, the performance obligation is satisfied over time as the customer receives the leased spectrum regardless of whether the customer uses the spectrum or not throughout the contractual term.

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

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As a result, the prepayment structure does not result in a financing component as it mitigates the risk for both parties and secures the exclusive use of the Company’s 900 MHz Broadband Spectrum.

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year.

The Company determined that certain sales commissions met the requirements to be capitalized and were recorded as an asset upon the Company’s adoption of ASC 606.

Historically, the Company recognized an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year.

The Company determined that certain previously paid sales commissions met the requirements to be capitalized and were recorded as an asset upon the Company’s adoption of ASC 606.

For the years ended March 31, 2026 and 2025, the Company capitalized commission costs required to obtain long-term 900 MHz Broadband Spectrum lease agreements which will be amortized over the contractual term.

Due to the change in commission plan and the Company’s approach to monetizing its spectrum, the Company accelerated the amortization of the outstanding capitalized assets as of March 31, 2026.

Contract Assets and Liabilities

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The Company expenses advertising and promotional costs as incurred.

Advertising and promotional expense was approximately $ 109,000 and $ 62,000 for the years ended March 31, 2025 and 2024, respectively.

Advertising and promotional expense was approximately $ 56 thousand and $ 0.1 million for the years ended March 31, 2026 and 2025, respectively.

Stock Compensation

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

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

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

Consolidated Statements of Operations over the requisite service periods.

The Company estimates the fair value of share-based awards on the date of grant using an option-valuation models such as Black-Scholes or Monte Carlo.

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

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

Additionally, the Company’s Compensation Committee (the “Compensation Committee”) adopted an Executive Severance Plan (the “Severance Plan”) in February 2015, which was amended in February 2019, and the Company subsequently entered into Severance Plan Participation Agreements with its executive officers.

Additionally, the Company’s Compensation Committee (the “Compensation Committee”) adopted an Executive Severance Plan (the “Severance Plan”) in February 2015, and as most recently amended in December 2024, and the Company subsequently entered into Severance Plan Participation Agreements with its executive officers.

In addition to providing participants with severance payments, the Severance Plan provides for accelerated vesting and extends the exercise period for outstanding equity awards if the Company terminates a participant’s service for reasons other than cause, death or disability or the participant terminates his or her service for good reason, whether before or after a change of control (each of such terms as defined in the Severance Plan).

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The compensation cost for the stock options with a graded vesting schedule is recognized using an accelerated method over the explicit vesting period.

Stock options have a maximum term of ten years from the date they are granted, and vest over a requisite service period of three years , or four years for grants prior to November 2020, subject to acceleration in certain circumstances.

Stock options have a maximum term of ten years from the date they are granted, and vest over a requisite service period of three years , or four years for grants prior to July 2023, subject to acceleration in certain circumstances.

The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by assumptions regarding a number of subjective variables.

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and expected dividends as applicable, which is zero, as the Company has never paid any cash dividends.

Any future determination to pay dividends will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as the Board deems relevant in its sole discretion.

Any future determination to pay dividends will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital

requirements, restrictions contained in any financing instruments and such other factors as the Board deems relevant in its sole discretion.

Therefore, the Company uses an expected dividend yield of zero in the option-pricing model.

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

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

Restricted stock granted to the Company employees vest over a requisite services period of three years , or four years for grants prior to July 2023, subject to acceleration in certain circumstances.

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

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

The Company uses a Monte Carlo simulation model to determine the fair value of performance units with market condition at grant date.

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

The Company uses a Monte Carlo simulation model to determine the fair value of performance units with market conditions at grant date.

The Monte Carlo simulation model is based on a discounted cash flow approach, with the simulation of a large number of possible stock price outcomes for the Company’s stock and the target composite index.

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

Cash payments to tax

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

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

Retirement of common stock

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When applicable, the Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Net Loss Per Share of Common Stock

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

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

Net Income (Loss) Per Share of Common Stock

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

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

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

Because the Company has reported a net loss for the years ended March 31, 2025 and 2024 diluted net loss per common share is the same as basic net loss per common share for those periods.

Common stock equivalents resulting from potentially dilutive securities approximated 221,802 and 241,629 and at March 31, 2025 and 2024 respectively, and have not been included in the dilutive weighted average shares of common stock outstanding, as their effects are anti-dilutive.

For the year ended March 31, 2026, there were 1,975,287 stock options and restricted stock units outstanding, excluded from the calculation of diluted weighted-average shares because the effect was anti-dilutive.

For the year ended March 31, 2025, the Company reported a net loss, accordingly, diluted net loss per common share is the same as basic net loss per common share.

Common stock equivalents resulting from potentially dilutive securities approximated 221,802 at March 31, 2025 and have not been included in the diluted weighted average shares of common stock outstanding, as their effects are anti-dilutive.

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This update improves the navigability and applicability of the required interim disclosures.

This update provides additional guidance on what disclosures should be provided in interim reporting periods and requires public business entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

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

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

The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements.

The amendments in this ASU include technical corrections and other amendments intended to clarify and improve the Accounting Standards Codification across various topics.

The amendments related to Accounting Standards Codification, Earnings per Share (“ASC 260”) are required to be applied retrospectively, while all other amendments may be applied either prospectively or retrospectively.

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

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

The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

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

Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures.

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

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

The Company adopted ASU 2023-09 in fiscal

2026 on a prospective basis.

The adoption did not have a material impact on the Company’s consolidated financial statements but resulted in expanded disclosures within the income tax footnote.

See Note 12 Income Taxes for further information.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements:

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

The amendments apply

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

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

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

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

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

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

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

Recently Adopted Accounting Pronouncements

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

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

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

Early adoption is permitted.

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

See Note 4 Segment Reporting for further information.

The Company adopted ASU 2024-02 during fiscal 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements or disclosures.

The following table provides information regarding the Company’s revenue for each of the services it provides pursuant to its spectrum revenue agreements for the years ended March 31, 2026 and 2025 (in thousands):

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900 MHz Broadband Spectrum Revenue

Ameren $ 737 $ 609

Ameren Corporation

Evergy 1,541 1,542

Xcel Energy (1)

Narrowband Spectrum Revenue

Motorola 547 729

Total spectrum revenue

$ 6,501 $ 6,031

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

(“Xcel Energy”) in September 2023.

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

900 MHz Broadband Spectrum Revenue

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

The Ameren Agreements will enable Ameren to deploy a PLTE network in its service territories in Missouri and Illinois, covering approximately 7.5 million people.

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

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

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

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

The Company is working with the remaining incumbents to clear the 900 MHz Broadband Spectrum allocation in Ameren’s service territory.

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

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

Revenue is recognized over time as the performance

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

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

(“Evergy”), (the “Evergy Agreement”).

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

The Evergy Agreement is for an initial term of 20 years with two 10-year renewal options for additional payments.

Prepayment in full of the $ 30.2 million for the 20-year initial term, which was due and payable within thirty ( 30 ) days after execution of the Evergy Agreement, was received by the Company in October 2021.

During the year ended March 31, 2024, the Company cleared the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement.

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

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

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

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

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

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

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

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

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

The Company is working with the remaining incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories.

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

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

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

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

The TECO Agreement, which covers an approximately 2,000 -square-mile service territory in West Central Florida, is expected to enable TECO to deploy a PLTE network.

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

The remaining prepayments for the 20-year initial term are due by fiscal year 2026, per the terms of the TECO Agreement and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.

The Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation in TECO service territories.

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

The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband licenses to TECO in June 2025.

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

900 MHz Broadband Spectrum Lease Agreements

The following table provides information regarding the Company’s spectrum lease agreements (as defined in the table below and collectively referred to as the “Spectrum Lease Agreements”) as of March 31, 2026:

Spectrum Lease Agreements (1)

Agreement Date Initial Term Renewal Options Total Consideration (2)

Payments Received Payments Remaining

Ameren Corporation (“Ameren”) December 2020 30 - years

$ 47.7 million

$ 31.4 million

$ 16.3 million (3)

Evergy Services, Inc.

(“Evergy”) September 2021 20 - years

2 x 10 - years

$ 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 (4)

Tampa Electric Company (“TECO”) November 2023 20 - years

2 x 10 - years

$ 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 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 lease agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets.

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

900 MHz Broadband Spectrum Sale Agreements

As a result of the Company’s business strategy evolution and the introduction of the Company’s new brand and visual identity in the fourth quarter of fiscal 2026, as described in the Note 2 Summary of Significant Accounting Policies , sale agreements entered into in subsequent to this shift are considered completed in the ordinary course of business and are included as revenue agreements.

The following table provides information regarding the Company’s spectrum sale agreements entered into after December 2025 (as defined in the table below and collectively referred to as the “Spectrum Sale Agreements”) as of March 31, 2026:

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

$ 6.5 million

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

$ 3.2 million

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

$ 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.

Narrowband Spectrum Revenue

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Capitalized Contract Costs

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

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

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

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Amortization (1)

( 962 ) ( 125 )

Balance at the end of the year 505 1,241

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$ 481 $ 1,109

Due to the change in commission plan and the Company’s approach to monetizing its spectrum, the Company accelerated the amortization of approximately $ 0.9 million of certain outstanding capitalized assets as of March 31, 2026.

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

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Remaining Performance Obligations

Revenue allocated to remaining performance obligations of the Company’s contracts represent contracted revenue that will be recognized in future periods.

Revenue allocated to remaining performance obligations of the Company’s contracts represents contracted revenue that will be recognized in future periods.

Total performance obligations include deferred revenue (i.e., contract liabilities) as well as amounts that will be invoiced and recognized in future periods.

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

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

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

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

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

The measure of segment profit or loss for the Company’s single segment is net income (loss).

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

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

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

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

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

Segment expenses were disaggregated based on the information the CODM is provided on a quarterly basis considering both quantitative and qualitative factors.

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

Spectrum revenue $ 6,501 $ 6,031

Significant and other segment expenses

Significant segment expenses and other segment items

Adjusted general and administrative (1)

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Gain on sale of intangible assets, net ( 34,780 ) ( 18,294 )

Other segment items (4)

16,269 15,551

Interest income ( 1,633 ) ( 2,159 )

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Income tax expense 5,071 1,892

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

Other segment items (4)

16,131 16,269

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

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

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

Restricted cash is recorded as escrow deposits and a contingent liability on the Company’s Consolidated Balance Sheets.

A reduction in the contingent liability and escrow deposits will be recognized for each county as the Company delivers the cleared 900 MHz Broadband Spectrum and the associated broadband licenses.

Escrow deposits classified as current assets on the Company’s Consolidated Balance Sheets are related to the portion of the obligations of the escrow agreement that are expected to be met within a twelve-month period beginning March 31, 2026.

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

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

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

In connection with the Lower Colorado River Authority Agreement in April 2023 (the “LCRA Agreement”), the Company and Lower Colorado River Authority (“LCRA”) entered into an escrow agreement.

Pursuant to the escrow agreement, the escrow funds deposited from LCRA payments to the Company shall be held and invested in a money market deposit account.

All interest and other income earned shall be allocated to the Company, payable with the final distribution of the escrow funds.

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

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

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

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

As of March 31, 2026, the Company has classified $ 0.4 million as short-term deposits on the Consolidated Balance Sheets, inclusive of accrued interest and escrow releases for delivered 900 MHz Broadband Spectrum and the associated broadband licenses.

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

In connection with this agreement, the Company entered into an escrow agreement.

Pursuant to the escrow agreement, the escrow funds deposited from the Company payments due to the incumbent shall be held and invested in a money market deposit account.

All interest and other income earned shall be allocated to the incumbent, payable with the final distribution of the escrow funds.

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

Once the escrow funds are distributed to the incumbent, the payments are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets.

As of March 31, 2026, the Company has deposited $ 15.4 million into the escrow account.

As of March 31, 2026, the Company has classified $ 5.7 million as short-term escrow deposits on the Consolidated Balance Sheets, inclusive of accrued interest and escrow releases to the incumbent, which are subsequently recorded as spectrum receivable on the Company’s Consolidated Balance Sheets.

Property and Equipment

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Leasehold improvements Shorter of the lease term or 10 years

12,086 13,767

Less accumulated depreciation 6,103 10,784

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Balance at the beginning of the year $ 228,983 $ 216,743

Acquisitions and transfers 12,082 12,077

30,655 12,082

Sale of intangible assets ( 54,345 ) ( 22,641 )

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During the year ended March 31, 2026, the FCC granted the Company broadband licenses for 219 counties.

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

The Company recorded the new broadband licenses received in the amount of $ 139.6 million.

In connection with receiving the broadband licenses, the Company disposed of $ 34.2 million related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 219 counties.

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

As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $ 105.4 million, for the year ended March 31, 2026.

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

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

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

The Company recorded the new broadband licenses received in the amount of $ 27.0 million.

In connection with receiving the

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

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

Broadband License Sale

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

During the year ended March 31, 2026, the Company transferred to LCRA the 900 MHz Broadband Spectrum and associated broadband licenses related to 64 counties for the total consideration of $ 29.5 million.

The total consideration included milestone payments of $ 14.1 million received as of March 31, 2026 and $ 15.4 million reduction of contingent liability.

As a result, the Company recognized a reduction in intangible assets of $ 16.6 million and recorded a $ 12.8 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.

During the quarter ended December 31, 2023, the Company transferred to SDG&E the remainder of the cleared 900 MHz Broadband Spectrum and the associated broadband license to Imperial County for total cumulative payments of $ 0.7 million.

As a result, the Company recognized a reduction in intangible assets of $ 0.6 million and recorded a $ 32 thousand gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.

As part of the SDG&E Agreement, SDG&E has an option to pursue additional spectrum with the Company.

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

During the year ended March 31, 2026, the Company transferred to Oncor Electric Delivery Company LLC (“Oncor”) the 900 MHz Broadband Spectrum and associated broadband licenses related to 91 counties for the total consideration of $ 59.7 million received as of March 31, 2026.

The total consideration included milestone payments of $ 53.7 million received as of March 31, 2026, inclusive of reimbursable clearing costs and Anti-Windfall Payments and $ 6.0 million reduction of contingent liability.

As a result, the Company recognized a reduction in intangible assets of $ 37.7 million and recorded a $ 22.0 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.

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

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Accrued taxes 250 890

Other 394 223

Total accounts payable and other accrued expenses $ 15,028 $ 9,075

Accrued Severance and Other Related Charges

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

During the year ended March 31, 2026, the Company undertook a broader restructuring initiative to align with its evolving marketing and product strategy.

These charges consist primarily of severance and employee-related costs associated with workforce reductions, as well as retention payments provided to key employees to support continuity during the reorganization.

As a result, the Company incurred $ 4.6 million of severance and other related charges for the year ended March 31, 2026, on the Company’s Consolidated Statements of Operations.

As of March 31, 2026, the Company accrued $ 2.8 million severance and other related charges on the Company’s Consolidated Balance Sheets.

During the year ended March 31, 2025, the Company successfully identified several measures to reduce its operating expense run rate.

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

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

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

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

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

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

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In connection with Mr.

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

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.

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

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

Balance at March 31, 2024 $ —

For the years ended March 31, 2026 and 2025, total accrued severance and other related charges were as follows (in thousands):

Balance at beginning of the year

Cash accruals 4,596 2,714

Cash payments ( 4,051 ) ( 449 )

Balance at March 31, 2025 2,265

Balance at the end of the year (1)

$ 2,810 $ 2,265

The Company expects to make disbursements totaling $ 2.2 million over the next 12 months.

Related Party Transactions

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

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

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

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

For the years ended March 31, 2026 and 2025, the Company incurred $ 0.1 million and $ 0.1 million, respectively, in consulting fees to Mr.

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

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

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

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

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

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

The Consulting Agreement also contains a confirmation by Mr.

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

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

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

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

As of March 31, 2026 and 2025, the Company had zero and $ 30 thousand, respectively, in outstanding liabilities to Mr.

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

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

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

O’Brien’s consulting agreement was terminated as of June 30, 2025.

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

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

The Company entered into multiple lease agreements for tower space.

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

Substantially all of the Company’s leases are classified as operating leases.

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

All of the Company’s leases are classified as operating leases.

Operating lease agreements are required to be recognized on the Company’s Consolidated Balance Sheets as right of use (“ROU”) assets and corresponding lease liabilities.

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For the year ended March 31, 2026, the Company had federal and state NOL carryforwards of approximately $ 194.2 million and $ 195.1 million, respectively.

Of these federal and state NOLs, approximately $ 34.0 million and $ 166.6 million, respectively, are expiring in various amounts from 2025 through 2037.

Of these state NOLs, approximately $ 162.2 million, are expiring in various amounts from 2026 through 2045.

The remaining federal and state NOLs of approximately $ 194.2 million and $ 32.9 million, respectively, have an indefinite life but the federal NOLs may only offset 80% of taxable income when used.

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State NOL carryforwards are subject to limitations which differ from federal law in that they may not allow the carryback of net operating losses and have shorter carryforward periods.

Accounting Standards Codification Topic 740, Income Taxes, requires that a valuation allowance be recorded to reduce deferred tax assets when it is more likely than not that the tax benefit of the deferred tax assets will not be realized.

Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), requires that a valuation allowance be recorded to reduce deferred tax assets when it is more likely than not that the tax benefit of the deferred tax assets will not be realized.

The evaluation includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.

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Since inception, the Company has mainly incurred tax losses which represents significant negative evidence toward the realizability of its deferred tax assets.

Therefore, the Company continues to apply a full valuation allowance against its deferred tax assets as of March 31, 2025 and 2024, with the exception of the net deferred tax liability of approximately $ 6.6 million and $ 6.3 million, respectively, regarding indefinite-lived intangibles.

For Fiscal 2025, analysis of the state NOL carryforwards revealed that most of them are not indefinite.

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

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

Therefore, the Company continues to apply a full valuation allowance against its deferred tax assets as of March 31,

2026 and 2025, with the exception of the net deferred tax liability of approximately $ 6.3 million and $ 6.6 million, respectively, regarding indefinite-lived intangibles.

All remaining federal NOL carryforwards are indefinite lived.

Utilization of these NOLs will be limited to 80% of future taxable income.

The Company recorded $ 0.3 million and $ 0.6 million, respectively, of federal deferred tax expense during the years March 31, 2026 and 2025 and increased the federal deferred tax liability by the same amount due to the naked tax credit related to the indefinite-lived intangible.

An analysis of the state NOL carryforwards revealed that most of them are not indefinite.

The Company recorded $ 0.6 million and $ 0.3 million of state deferred tax benefit during the years March 31, 2026 and 2025 and decreased the state deferred tax liability by the same amount from the ability to use the state NOL carryforwards against the indefinite-lived intangible.

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

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The tax benefits relating to any reversal of the valuation allowance on the net deferred tax assets in a future period will be recognized as a reduction of future income tax expense in that period.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA” or the “Act”) was signed into law.

The Act introduces a broad range of changes to U.S.

federal income tax law affecting corporations, including, among other provisions, the permanent reinstatement of 100% bonus depreciation for qualifying property acquired after January 19, 2025;

the restoration of immediate expensing of domestic research and experimental expenditures;

modifications to the business interest expense limitation under Section 163(j) and revisions to the international tax provisions.

In accordance with ASC 740, the Company recognizes the effects of changes in tax law in the period of enactment.

The Company has evaluated the provisions of the OBBBA and, based on its current operations and tax position, does not expect the Act to have a material impact on its consolidated financial statements, results of operations, cash flows, or effective tax rate.

The Company will continue to monitor forthcoming regulatory guidance, technical corrections, and state conformity developments, and will reassess the impact of the Act as additional information becomes available.

Net deferred tax assets and liabilities consist of the following as of March 31, 2026 and 2025 (in thousands):

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Total income tax expense $ 5,071 $ 1,892

The differences between the United States federal statutory tax rate and the Company’s effective tax rate for the years ended March 31, 2025 and 2024 are as follows (in thousands):

The following table presents taxes paid by the Company net of refunds received after the adoption of ASU 2023-09 for the year ended March 31, 2026:

Federal income taxes paid

State income taxes paid

Washington D.C.

Illinois 1,925

Minnesota 638

Other jurisdictions (1)

Total state income taxes paid

Total income taxes paid (2)

Other jurisdictions include income taxes paid during the year for states that do not meet the 5% disaggregation threshold.

Income taxes paid include only taxes within the scope of ASC 740 net of refunds and exclude non-income based taxes such as excise and sales taxes.

The differences between the United States federal statutory tax rate and the Company’s effective tax rate for the year ended March 31, 2026 after the adoption of ASU 2023-09 are as follows (in thousands):

Statutory federal tax $ 19,909 21 %

State income taxes, net of federal benefit (1)

Change in valuation allowance - Federal ( 18,952 ) - 20 %

Nontaxable or nondeductible items

Incentive stock option expense 301 — %

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162M executive compensation limit 92 — %

Intangibles - FCC licenses 1,899 2 %

Other adjustments ( 167 ) — %

Total income tax expense $ 5,071 5 %

State taxes in Illinois made up greater than 50% of the tax effect in this category.

The differences between the United States federal statutory tax rate and the Company’s effective tax rate for the year ended March 31, 2025 before the adoption of ASU 2023-09 are as follows (in thousands):

Statutory federal tax $ ( 1,991 ) 21 %

State income taxes, net of federal benefit

Incentive stock option expense ( 195 ) 2 %

Other permanent differences ( 61 ) 1 %

162M executive compensation limit 5,001 - 53 %

Change in valuation allowance - Federal ( 1,692 ) 18 %

Prior year adjustments ( 122 ) 1 %

$ 1,892 - 20 % $ 1,613 - 21 %

Total income tax expense $ 1,892 - 20 %

Stock Compensation

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

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

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

As of the Effective Date, no additional awards may be granted under the Anterix Inc.

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

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

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

The 2023 Stock Plan authorizes 1,350,000 shares of common stock of the Company (the “Shares”) for grant, plus remaining available for issuance under previous plans.

As of March 31, 2026, under the 2023 Stock Plan, 762,367 Shares are available for future issuance.

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Performance-Based Restricted Stock Units

A summary of the performance-based restricted stock unit activity for the year ended March 31, 2025 is as follows:

Performance Stock Weighted

Performance stock outstanding at March 31, 2024 153,732 $ 44.44

Granted 97,631 20.49

Vested ( 49,217 ) 61.43

Forfeited/cancelled ( 202,146 ) 16.71

Performance stock outstanding at March 31, 2025 — $ —

The following table reflects activity related to the Company’s performance-based restricted stock units for the years ended March 31, 2025 and 2024:

Weighted-average grant-date fair value per unit granted $ 20.49 $ 30.89

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

There were no performance-based restricted stock units outstanding as of March 31, 2026 and 2025.

The Company recorded approximately zero and $ 0.5 million of stock compensation expense relating to performance-based restricted stock units for the years ended March 31, 2026 and 2025, respectively, included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations.

As of March 31, 2026 and 2025, the performance-based shares were fully vested.

Cumulative Spectrum Proceeds Monetized

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

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

Total Stockholder Return

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

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

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

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

Performance-based restricted stock units modification

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

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

As a result of the change, the Company accounted for the modification as a Type I modification, resulting in $ 1.4 million of incremental fair value, of which $ 0.1 million was recorded immediately during the year ended March 31, 2025.

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

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Weighted-average grant-date fair value per option granted $ 38.59 $ 31.31

Stock compensation expense related to the amortization of the fair value of service-based stock options issued was approximately $ 4.5 million and $ 4.8 million respectively, for the years ended March 31, 2025 and 2024 which was included in general and administrative reported on the Company’s Consolidated Statements of Operations.

Stock compensation expense related to the amortization of the fair value of service-based stock options issued was approximately $ 7.0 million for the year ended March 31, 2026, which included $ 6.8 million in general and administrative expenses, $ 0.2 million in product development and the remainder of approximately $ 20 thousand included in sales and support reported on the Company’s Consolidated Statements of Operations.

Stock compensation expense related to the amortization of the fair value of service-based stock options issued was approximately $ 4.5 million for the year ended March 31, 2025, which was included in general and administrative reported on the Company’s Consolidated Statements of Operations.

The weighted average fair value for the stock option awards granted for the year ended March 31, 2026 was $ 38.59 per share.

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Performance Options outstanding at March 31, 2026 30,731 $ 35.66

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

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

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

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

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

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

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

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

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Volatility 48.42 %

Simulation term 6.5 years

Expected term 6.5 years

Forfeiture rate — %

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

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

The Company recorded a reversal of approximately $ 0.1 million of stock compensation expense related to performance-based options due to forfeitures for the year ended March 31, 2026, included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations.

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

As of March 31, 2026 and 2025, there was approximately $ 0.3 million and $ 1.7 million, respectively, of unrecognized compensation expense for the outstanding performance-based restricted stock options, which is expected to be recognized over a weighted average period of 1.51 years and 2.51 years, respectively.

Performance-based stock option modification

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

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

As a result of the change, the Company accounted for the modification as a Type I modification, resulting in $ 1.0 million of incremental fair value, of which $ 0.1 million was recorded immediately during the year ended March 31, 2025.

Share Repurchase Program

In September 2021, the Board authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 50.0 million of the Company’s common stock on or before September 29, 2023.

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

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

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

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

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

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

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

The manner, timing and

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

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

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

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

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

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

For the years ended March 31, 2026 and 2025, the Company 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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Narrowband spectrum licenses received in connection with the LCRA Agreement $ — $ 1,430

Deferred gain on sale of intangible assets — 4,911

Derecognition of contingent liability related to sale of intangible assets $ 21,404 $ —

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Rights of use asset for modifications and renewals $ ( 35 ) $ 1,258

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

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

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

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

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

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

Contingencies and Guaranty

Contingent Liabilities

SDG&E Refund Obligations

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

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

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

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

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

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

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

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

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

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

LCRA Refund Obligation

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

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

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

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

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

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

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

Oncor Refund Obligation

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

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

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

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

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

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

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

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

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

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

Xcel Energy Guaranty

Spectrum Sale Agreements Entered into Prior to December 31, 2025

As a result of the Company’s business strategy evolution and the introduction of the Company’s new brand and visual identity in the fourth quarter of fiscal 2026, as described in Note 2 Summary of Significant Accounting Policies , sales agreements entered into in subsequent to this shift are considered completed in the ordinary course of business and are included in Note 3 Revenue .

The following table provides information regarding the Company’s spectrum sale agreements entered into prior to December 2025 (as defined in the table below and collectively referred to as the “Spectrum Sale Agreements”) as of March 31, 2026:

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”) Agreement February 2021 $ 50.0 million

$ 45.6 million (2)

$ 3.1 million

LCRA Agreement April 2023 $ 30.0 million

$ 29.3 million

$ 0.7 million

LCRA Expansion Agreement January 2025 $ 13.5 million

$ 6.0 million

$ 6.5 million (3)

Oncor Agreement June 2024 $ 102.5 million (4)

$ 100.6 million (4)

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.

The following table summarizes the Company’s short-term and long-term contingent liabilities related to certain spectrum sale agreements based on the estimated timing of license deliveries (in thousands) as of March 31, 2026:

Spectrum Sale Agreements Current

Long Term Current

$ 1,000 $ — $ 1,000 $ —

LCRA Agreement

1,220 — 1,093 15,336

LCRA Expansion Agreement — 6,000 — —

Total contingent liabilities (1)

$ 2,220 $ 6,000 $ 8,093 $ 15,336

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The Company recorded $ 76.0 million in deferred revenue in connection with the prepayments received as of March 31, 2026.

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

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

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

As of March 31, 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 it has performed to date and revenue recognized.

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

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

In addition, to the extent the Company has performed any obligations under the agreement, the Company’s 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.

Defined Contribution Plan - Employer Contributions

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

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

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

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

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

Macroeconomic Conditions

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

The Company continues to closely monitor these risks.

Although difficult to quantify, the Company believes the current macroeconomic environment, including inflation, may have an adverse effect on the Company’s target customers’ businesses, which may harm the Company’s commercialization efforts and negatively impact the Company’s revenues and liquidity.

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

Subsequent Events

On April 16, 2026, the Company 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.

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

What changed 10-K

Item 9A. Controls and Procedures