ATEX 10-K & 10-Q changes, risk factors and insider trading

We have identified utilities and other critical infrastructure enterprises as our initialprimary target customers. As of the date of this filing, we have signed long-term leases of our spectrum assets with Ameren, Evergy, Xcel Energy, and TECO and have entered into agreements to sell our spectrum assets to SDG&E, LCRALCRA, Oncor, CPS, TNMP, NWE, and Oncor.Public Utility District No. 1 of Benton County (“Benton PUD”). Although we are in discussions with other utilities and critical infrastructure enterprises, there is no assurance that these discussions will continue to progress or eventually result in contracts with these entities or that we will be successful in our efforts to commercialize our spectrum assets and other service offerings. For example, utilities or other critical infrastructure enterprises may not elect to acquire use of any broadband licenses we secure on terms satisfactory to us or for a consideration that represents what we believe is the fair market value for the rights to our spectrum, on a timely basis, or at all. Similarly, there is no assurance that utilities or other critical infrastructure customers will retain us for any other value-added services we offer them. As a result, our prospects must be considered in light of the uncertainties, risks, expenses and difficulties frequently encountered by companies implementing a new business plan and pursuing opportunities in highly competitive and rapidly developing markets.

In addition, under our current business plan, we generally intend to enter into long-term leasing or othersales transfer arrangementsagreements for our spectrum assets in one county with one customer, or a limited number of customers, in each geographic area. We also expect that our customers will pay what we believe is the fair market value for rights to our spectrum and bear the costs of deploying and operating their private wireless broadband networks. As a result, many geographic areas may have only one or a limited number of potential customers and if we are not successful with the initially targeted customer or limited number of customers, our spectrum may not be utilized, and we will not be able to generate revenues from owning spectrum in that geographic area. In addition, even if we enter a long-term lease or transfersales arrangementagreements for a geographic area, we expect payments by our customer in such area will continue to be contingent on our ability to clear incumbents and take the other necessary actions to secure broadband licenses on a timely and cost-effective basis. Our customers also will typically receive rights to all spectrum we have in its geographic operating area. Because of this, we may not have additional spectrum assets to lease in such geographical area to other potential customers. Further, other than our lease or transfersales arrangements,agreements, currently we do not generate revenue from the operation of the broadband networks or technologies deployed by our customers. As a result, there is considerable uncertainty as to whether we can generate sufficient revenues to develop a profitable business from leasing or otherwise transferringselling our licensed 900 MHz spectrum.

Our ability to successfully commercialize our spectrum assets will also depend on the continued commercial availability of technology, products and solutions that can both utilize the broadband licenses we secure and satisfy our customers’ demands. Our spectrum assets are located within the 3GPP global standard of Band 8 (also known as the E-GSM band, or 880 - 915 MHz paired with 925 - 960 MHz). Band 8 is currently being utilized in LTE and 5G networks, with a specific designation for the US under Band 106 and n106. However, chipmakers and other technology, product and solution manufacturers and vendors may not continue to develop the technology, products and solutions required to satisfy our customers’ various use cases and meet the technical specifications established in the Report and Order. Further, adverse economic conditions, including as a result of inflation, trade restrictions and tariffs, regulatory actions and policy changes, wars and other geopolitical matters, may result in supply chain issues which limit our customer’s ability to obtain the necessary technology and products to deploy an LTE or 5G wireless broadband network utilizing our spectrum. If such technologies, products and solutions are not available, not competitively priced or are significantly delayed, our targeted customers may decide not to pursue 900 MHz broadband licenses with us on acceptable terms, on a timely basis, or at all.

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

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

In addition to the leasing and sale of our spectrum assets, we are continuing to explore opportunitiesseeking to expand our product and service offerings to leverage and enhance the value of our spectrum assets. Most notably, we are actively marketing CatalyX and TowerX, connectivity management and tower optimization solutions that we developed to help utilities realize the benefits of private broadband networks, while leveraging commercial broadband networks. We willalso continue to explore other service offerings to help our customers deploy systems using our service offerings. We face significant competition in development, sale, and delivery of products and services offerings related to our spectrum to our customers. Many of these competitors have significantly larger workforces, a broad array of capabilities, deep customer relationships, and greater financial resources. We may not be able to adequately compete in sales of these additional offerings, or be unable to develop, market or deliver competitive offerings.

Our competitors include spectrum holders, retail wireless network providers, such as Verizon, AT&T, T-Mobile, and EchoStar,T-Mobile, private radio operators and other public and private companies, including potential new spectrum entrants, who supply spectrum or other communication networks, technologies, products and solutions to our targeted utility and critical infrastructure entities. For example, in February 2025, T-Mobile announced that it has entered into an agreement to sell its 800 MHz spectrum holdings. Although the transaction has not yet been approved by the FCC, the buyer of this spectrum has indicated it may make this spectrum available to our target utility customers. If the buyer of this spectrum elects to lease or sell the 800 MHz spectrum it acquires from T-Mobile to our target customers, the resulting direct competition from this offering could reduce the number of agreements we can secure to lease or sell our spectrum to our target customers and reduce the cost that potential customers are willing to pay to lease or acquire our spectrum, any of which would have a material adverse effect on our business, results of operations, financial condition and prospects.

Additionally, many of our competitors have significantly more resources, a longer track record of providing technologies, products, services and solutions to our targeted customers and greater political and regulatory influence than we do, all of which could prevent, delay or increase the costs of commercializing our spectrum to our targeted customers. In addition, we expect our targeted customers will bear the cost of installing and operating the broadband networks, technologies and solutions utilizing our licensed spectrum, thereby requiring the replacement of some or all of their existing communication systems. Given these significant capital requirements, there is no assurance that we will be able to generate enough revenues through the commercializecommercialization of our spectrum assets to achieve profitability, especially in light of the competitive environment in which we operate, and the wide variety of technologies, products, services and solutions offered by our competitors. Further, in the process of pursuing broadband licenses, we may be required to make significant concessions or contractual commitments, make significant payments or assume significant costs, purchase additional spectrum or replacement communication systems or limit the use of our spectrum assets or restrict our pursuit of business opportunities to address the concerns expressed by incumbents and other interested parties.

Some of our competitors, such as Verizon, AT&T, T-Mobile, and EchoStar,T-Mobile, have significantly greater pricing flexibility and have taken steps to compete or may decide to compete against us more aggressively. These and other competitors may own or acquire spectrum that directly competes with our 900 MHz spectrum and/or have developed or may develop technologies that directly compete with our solutions. If competitors offer spectrum rights or services, technologies and solutions to our targeted customers at prices and terms that make the licensing of our spectrum assets unattractive, our ability to license or otherwise commercialize our spectrum assets could be impaired. As a result, we may be unable to attract sufficient customers at prices or on terms that would enable us to generate sufficient revenues to operate a profitable business, which would have an adverse effect on the growth, results of operations and prospects. In addition, we may not be able to fund or invest in certain areas of our business to the same degree as our competitors. Several have substantially greater product development and marketing budgets and other financial and regulatory personnel resources than we do. Several also have greater name and brand recognition and a larger base of customers than we have. Competition could increase our selling and marketing expenses and related customer acquisition costs. We may not have the financial resources, technical expertise or marketing and support capabilities to compete successfully.

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

Recent wars and geopolitical changesdisputes and regulatory and policy initiatives have created negative and uncertain macroeconomic conditions, and could result in adverse market conditions, decreases in per capita income and level of disposable income, increased inflation, rising interest rates and supply chain issues. Trade tensions or restrictions on free trade, including the tariffs imposed by the U.S. government and actions taken by other countries in response to these tariffs, could exacerbate these effects. Such conditions may adversely impact our business, financial results and prospects and our target customers’ businesses. In addition, such macroeconomic conditions could impact our ability to access the public markets as and when appropriate or necessary to carry out our operations or our strategic goals and adversely impact our strategic review process.goals. We cannot predict the ongoing extent, duration or severity of these conditions, nor the extent to which we may be impacted.

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

Our business is reliant on our ability to secure broadband licenses pursuant to the Report and Order and to commercialize our spectrum assets to our targeted utility and critical infrastructure customers. Since the 2020 Report and Order, we have signed commercial agreements with seveneleven of our target utility customers for the long-term lease or transferthe sale of our spectrum assets. Although we are in discussions with other utilities and critical infrastructure companies, and we believe many of these utility and critical infrastructure customers have demonstrated an intention to acquire use of our 900 MHz Broadband Spectrum based on their level of engagement, there is no assurance that these discussions will continue to progress or will eventually result in contracts with these entities. There also is no assurance regarding the terms of any agreements we enter into with our target customers, including the time required to enter into an agreement and the amount or timing of any payments from any executed agreement. In addition, there is no assurance that we will be able to satisfy our obligations under our commercial agreements, including our obligations to secure broadband licenses on a timely basis and on commercially reasonable terms, or at all. As a result, there is no assurance that we will be successful in our efforts to commercialize our spectrum assets and other service offerings. Further, our ability to forecast our future operating results is limited and subject to a number of risks and uncertainties, including our ability to accurately forecast and estimate our future revenues and the expenses and time required to obtain broadband licenses and pursue our commercialization plans. We have encountered, and expect to continue to encounter, risks and uncertainties frequently experienced by businesses with unique business models that operate in highly competitive, technical and rapidly changing markets. If our assumptions regarding these risks and uncertainties are incorrect, or if there are adverse changes in our commercialization plans or opportunities or general economic conditions, or if we do not manage or address these risks and uncertainties successfully, our results of operations could differ materially and adversely from our expectations.

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

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

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

We have incurred net losses eachmost yearyears since our inception and we may not achieve or maintain profitability in the future for a number of reasons, including without limitation, the costs to obtain broadband licenses, including the costs to clear the 900 MHz band, the costs to promote and commercialize our spectrum assets to our targeted utility and critical infrastructure customers, our inability to commercialize our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis and on commercially favorable terms and changes in our revenue recognition policies. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in significant delays in our commercialization efforts, levels of revenue below our current expectations, or losses or expenses that exceed our current expectations. If our losses or expenses exceed our expectations or our revenue assumptions are not met in future periods, we may never achieve or maintain profitability in the future.

As of March 31, 2025,2026, we had approximately $34.0 million of federal NOL carryforwards, expiring in various amounts from 2025 through 2037, to offset future taxable income and an additional $241.1$194.2 million in federal NOL carryforwards that can be carried forward indefinitely but are limited to 80% of future taxable income when used. In the United States, the utilization of our NOL carryforwards may be subject to a substantial annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions due to ownership change limitations that have occurred previously or that could occur in the future. If we were to lose the benefits of these NOL carryforwards, our future earnings and cash resources would be materially and adversely affected. We have mainly incurred net losses since our inception, and we anticipate that we will continue to incur significant losses for the foreseeable future; thus, we do not know whether or when we will generate the U.S. federal taxable income necessary to utilize our NOLs.

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

Our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to qualify for and obtain broadband licenses from the FCC in accordance with the requirements of the Report and Order.requirements. If we are unable to continue to obtain broadband licenses on a timely basis, our business, liquidity, results of operations and prospects will be materially adversely affected.

Our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to obtain broadband licenses in accordance with the requirementsFCC ofrequirements, the Report and Order. The Report and Order establishesincluding three general eligibility requirements to obtain a broadband license, which we refer to herein as (i) the “50% Licensed Spectrum Test,” (ii) the “90% Broadband Segment Test” or the 5 x 5 Broadband Segment Test and (iii) the “240 or 399 Channel Requirement.” We need to satisfy all eligibility requirements in each county in the United States for which we desire to obtain a broadband license. Under the 50% Licensed Spectrum Test, we must demonstrate that we hold more than 50% of the licensed channels in the 900 MHz band in the applicable county. Under the 90% Broadband Segment Test, we must provide the FCC with a plan demonstrating that we hold, will protect, or have agreements with Covered Incumbents for, at least 90% of the licensed channels in the 6 MHz broadband segment designated by the FCC and within 70 miles of the county boundary. UnderThe 5 x 5 Broadband Segment Test, is similar to the corresponding 3 x 3 broadband licensing rules of the 2020 Report and Order with the exception that prospective 5 x 5 broadband licensees must hold, have agreements with or protect Covered Incumbents for 100% of Covered Incumbents in the narrowband segments. Anterix may invoke Mandatory Retuning of channels in the 3 x 3 MHz broadband segment held by those licensees. under the 240 MHz Channel Requirement, but we must surrender 6 MHz (240 channels) or 10 MHz (399 channels) of widebandbroadband or narrowband spectrum in the applicable county to the FCC. If we do not have a sufficient number of channels to satisfy any of these eligibility requirements, we will be required to purchase the additional channels from incumbents in privately negotiated transactions, swap channels with incumbents (including any required retuning of the incumbent radio systems), demonstrate the ability to protect Covered Incumbents or pay for the deficiency by making an Anti-Windfall Payment. The amount of spectrum we will be required to purchase and/or swap and the amount of any Anti-Windfall Payment will vary in each county based on our existing spectrum holdings in such county. Our ability to acquire and/or swap the additional spectrum necessary to secure broadband licenses in a desired county on a timely and cost-effective basis will depend on the incumbents who hold the additional spectrum we need to acquire or swap and their operations that we may need to retune or replace. Obtaining the required spectrum to qualify for broadband licenses in a particular county may take longer and be more expensive than we currently anticipate. In addition, as discussed in more detail below, incumbents may elect not to sell or swap their existing channels on reasonable terms, or at all, and until we obtain a broadband license from the FCC, we will not be able to utilize the Mandatory Retuning proceduresprocedures, thewhich FCCapply establishedonly to channels in the Report3 x 3 MHz broadband segment and Order.not to channels in the two narrowband segments. If we are unable to continue to obtain broadband licenses on favorable terms and on a timely basis, our business, liquidity, results of operations and prospects will be materially adversely affected. In addition, significant costs or delays beyond what we have anticipated in our business plan will further delay us from commercializing our spectrum assets, may prevent us from returning capital to stockholders (through dividends or stock repurchases), and require us to seek additional sources of capital and liquidity in order to carry out our business and plans, which could cause significant dilution to our existing stockholders. See the risk factor entitled “We may not be able to correctly estimate our operating expenses or future revenues, which could lead to cash shortfalls, and may prevent us from returning capital to our stockholders and require us to secure additional financing.”

The Report and Order establishesestablished a market-driven, voluntary exchange process for clearing the channels in the 3 x 3 MHz broadband segment. When we apply for a 3 x 3 broadband license, we will need to demonstrate that we satisfy the 90% Broadband Segment Test.Test to obtain a 3 x 3 broadband license or the 5 x 5 Broadband Segment Test (which requires agreements with 100% of the Covered Incumbents) for a 5 x 5 broadband license. The fact that we will need to account for 90% of the licensed channels in the broadband segment before we can file for a broadband application, can lead to holdouts by Covered Incumbents. For example, a Covered Incumbent may demand compensation in an amount that is disproportionate to the cost of relocating its system or any reasonable reflection of the value of its spectrum holdings or may elect not to negotiate an agreement at all. There is no assurance, however, that we can swap or acquire sufficient channels, including purchasing additional spectrum, swapping spectrum or entering into protective agreements with Covered Incumbents, to satisfy the 90% Broadband Segment Test or the 5 x 5 Broadband Segment Test in all counties on a timely basis and on commercially reasonable terms, or at all. Further, even if we satisfy the 90% Broadband Segment Test, as part of the Mandatory Retuning process we willmay be required to pay any costs associated with providing Covered Incumbents with comparable facilities and paying relocation costs.

The FCC issues each spectrum license for a fixed period, typically ten years in the case of the FCC licenses for the narrowband spectrum we currently hold and 15 years for any broadband licenses we have or intend to secure in the future. The 2020 Report and Order establishesestablished “performance” or build-out requirements that we will be required to meet to retain and renew any broadband licenses we obtain (“Build-out Requirements”). Performance will be measured at the six- and twelve-year anniversaries of each broadband license. The 2026 Report and Order has a specific buildout provision for licensees that expand from a 3 x 3 MHz to a 5 x 5 MHz broadband license. In general and depending on where they are in their 3 x 3 MHz buildout schedule, their deadlines for 5 x 5 MHz deployment will be extended by two years. Licenses will control the timing of when they apply to expand from a 3 x 3 MHz to a 5 x 5 MHz broadband license to coincide with their deployment progress and ability to meet modified buildout deadlines. Although we have contractual rights and remedies with our licensees in the event of their failure to meet the Build-Out Requirements, a failure to satisfy the six-year anniversary requirement,requirement accelerates the twelve-year anniversary to a ten-year anniversary requirement. A failure to satisfy these requirements could result in the FCC’s termination of a broadband license or refusal to renew a previously issued broadband license. In addition, under our business plan, we intend for our customers to be responsible to pay the build-out and operating costs of such broadband systems. Such Build-Out Requirements could impose a significant expense and could cause potential customers to decide not to license broadband licenses from us, or to seek alternative communication solutions from other providers. Additionally, if the customer fails to satisfy these requirements, we have the step in rights to meet the Build-Out Requirements which could impose a significant expense on our business.

Based on our review of publicly available filings as of June 18,19, 2025,2026, funds affiliated with Owl Creek Asset Management, L.P. (“Owl Creek”) beneficially owned approximately 29.0%,27.8%, funds affiliated with Heard Capital LLC owned approximately 9.3%, funds affiliated with BlackRock, Inc. owned approximately 6.2%, and funds affiliated with The Vanguard Group owned approximately 5.4%.8.8%. These fourtwo investment firms collectively beneficially own approximately 49.8%36.6% of our outstanding shares of common stock. In addition, one of our directors is the Chief Portfolio Manager of Owl Creek. Although we are not aware of any voting arrangements between these stockholders, our significant stockholders can significantly influence: (i) the outcome of any corporate actions submitted by our Board for approval by our stockholders and (ii) any proposals or director nominees submitted by a stockholder. Further, they could place significant pressure on our Board to pursue corporate actions, director candidates and business opportunities they identify. For example, our significant stockholders could significantly influence a proposed sale of the company or its assets. As a result of this concentration of ownership, our other stockholders may have a reduced voice in our corporate actions or the operations of our business, which may adversely affect the market price of our common stock.

Our Board authorized a new share repurchase program (the “2023 Share Repurchase Program”) pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026. The manner, timing and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities. The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares. Further, our share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, or reduce our available cash balance such that we will be required to seek financing to support our operations. Our share repurchase program may be modified, suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock. Even if our share repurchase program is fully implemented, it may not enhance long-term stockholder value. Additionally, repurchases are subject to the 1% Share Repurchase Excise Tax enacted by the Inflation Reduction Act, which may be offset by shares newly issued during that fiscal year (the “Share Repurchase Excise Tax”). We have and will continue to take the Share Repurchase Excise Tax into account with respect to our decisions to repurchase shares.

Our net lossincome for Fiscal 20252026 increased by approximately $2.2$102.0 million, or 25%,897%, to $11.4$90.6 million from $9.1a net loss of $11.4 million in Fiscal 2024.2025. The increase in net lossincome was primarily due to the following:

•Spectrum revenues increased by $1.8$0.5 million, or 44%,8%, to $6.5 million in Fiscal 2026 from $6.0 million in Fiscal 2025 from $4.2 million in Fiscal 2024.2025. The increase in our spectrum revenue was primarily attributable to revenue recognized in connection with our agreementagreements with TECO of approximately $0.6 million, Xcel Energy of approximately $1.3$0.3 million, and Ameren of approximately $0.1 million, partially offset by $0.5 million andlower revenue from our agreement with EvergyMotorola of approximately $0.6 million.Solutions. For a discussion of our revenue recognition policy, refer to Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.

•SalesGeneral and supportadministrative expenseexpenses increaseddecreased by $0.4$6.6 million, or 7%,15%, to $6.1$36.1 million in Fiscal 20252026 from $5.7$42.7 million in Fiscal 2024.2025. The increase primarilydecrease resulted from $0.5$1.7 million higherlower stock compensation expense, $3.0 million headcount related costs, $0.3$1.5 million feesprofessional relatedservices toand the$0.6 Oncormillion Agreement,contract consulting fees, partially offset by $0.2 million inhigher lower contract consulting feestravel and $0.2 million stock compensationentertainment expense.

•IncomeSales taxand support expense increased by $0.3$0.8 million, or 17%,13%, to $1.9$6.9 million in Fiscal 20252026 from $1.6$6.1 million in Fiscal 2024.2025. The increase was primarily attributableresulted tofrom $0.4 million higher state effective tax rate due to taxable incomeheadcount related tocosts, customer$0.2 milestonemillion payments.contract consulting fees, $0.2 million stock compensation expense and $0.1 million marketing expense, partially offset by $0.1 million lower professional services fees.

Net cash provided by (used in) provided by operating activities

Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced payments. For spectrum revenuelease agreements, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the term of the lease, which is typically 20 to 30 years. For spectrum sale agreements, we record advanced payments as a contingent liability on our Consolidated Balance Sheets and derecognize this liability upon closing of the sale along with recording a gain or loss on sale. In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for the difference in cost basis as weour exchange of narrowband licenses for broadband licenses. We expect net cash provided by (used in) provided by operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities. The following represents our changes in net cash provided by (used in) provided by operating activities for Fiscal 20252026 and Fiscal 2024.2025.

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

Net cash provided by investing activities was approximately $22.8$40.5 million and $8.1$22.8 million in Fiscal 20252026 and Fiscal 20242025, respectively. For Fiscal 2026, the net cash provided by investing activities resulted from $67.7 million sale of spectrum related to our transfer of 64 and 91 broadband licenses to LCRA and Oncor, respectively, offset by $27.2 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $31 thousand for purchases of equipment. For Fiscal 2025, the net cash provided by investing activities resulted from $40.9 million sale of spectrum related to our transfer of four broadband licenses to Oncor, offset by $18.1 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.1 million for purchases of equipment. For Fiscal 2024, the net cash provided by investing activities resulted from $25.4 million sale of spectrum related to our transfer of the San Diego County and Imperial County broadband license to SDG&E, offset by $17.0 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.3 million for purchases of equipment.

Net cash provided by (used in) financing activities

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash provided by (used in) financing activities for Fiscal 20252026 and Fiscal 2024.2025.

Net cash provided by (used in) financing activities was approximately $6.6$3.6 million and $25.1$6.6 million in Fiscal 20252026 and Fiscal 2024,2025, respectively. For Fiscal 2026, net cash provided by financing activities was primarily from the proceeds of stock option exercises of $5.4 million, partially offset by the repurchase of common stock of $1.0 million, and payments of withholding tax on net issuance of restricted stock of $0.8 million. For Fiscal 2025, net cash used in financing activities was primarily fromfor the repurchase of common stock of $8.4 million, payments of withholding tax on net issuance of restricted stock of $1.8 million, partially offset by the proceeds from stock option exercises of $3.7 million. For Fiscal 2024, net cash used in financing activities was primarily from the repurchase of common stock of $24.7 million, payments of withholding tax on net issuance of restricted stock of $1.2 million, partially offset by the proceeds from stock option exercises of $0.8 million.

(1)1. Total cash proceeds are subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

(2)2. Thereafter expected cash proceeds range from FY27FY28 through FY29.FY34.

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters.offices. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from April 9,8, 20252026 to MarchFebruary 25,28, 2032.2033. Total estimated payments for these lease agreements are approximately $6.2$5.1 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). We also havehad an obligation to clear the tower site locations, for which we previously recorded an asset retirement obligation (the “ARO”). TotalDuring estimatedthe paymentsyear ended March 31, 2026, we cleared its tower site locations that were associated with its ARO balances and as a resultresult, we no longer have an ARO balance as of theMarch ARO31, is approximately $0.6 million.2026. See Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report for further information on the ARO. In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration. As of March 31, 2025,2026, our total estimated future payments for these agreements with incumbents are approximately $7.0$36.4 million.

In October 2022, we entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement.Agreement”). In connection with Xcel Energy Agreement, we entered into a guaranty agreement, under which we guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, we are required to refund payments we have received. In addition, to the extent we have performed any obligations, our liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. We recorded $67.1$76.0 million in deferred revenue in connection with the prepayments received as of March 31, 2025.2026. We commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of March 31, 2025,2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $62.0$67.4 million, reflecting a reduction in liability due to the obligations it has performed to date.date and revenue recognized.

In September 2021, our Board authorized a share repurchase program pursuant to which we may repurchase up to $50.0 million of our common stock on or before September 29, 2023. We repurchased and subsequently retired a total of $33.9 million of our common stock under the 2021 Share Repurchase Program, including $10.7 million during fiscal year 2024. On September 21, 2023, our Board authorized the new 2023 Share Repurchase Program pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026. We repurchased and subsequently retired a total of $13.9 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2024. We repurchased and subsequently retired a total of $8.4 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2025. We may repurchase shares of our 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 us 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, our capital position and other strategic considerations. The 2023 Share Repurchase Program does not obligate us to repurchase any particular amount of our 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, 2026 and 2025, we had no excise tax expense. For the year ended March 31, 2024, excise tax expense was approximately $0.2 million.

Anterix Inc. is the nation’s largest holder of licensed spectrum in the 900 MHz bandspectrum (896-901/935-940 MHz) throughoutwith coverage spanning the contiguous United States, plus Hawaii, AlaskaAlaska, and Puerto Rico. Our mission is to transform how critical infrastructure staysconnectivity, connected. We are focused on commercializingcommercialize our spectrum assets and expanding thedeliver advanced intelligent infrastructure solutionssolutions, designedincluding 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 to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.transformation.

On JanuaryApril 30,16, 2026, we entered into a 10 MHz 900 MHz spectrum license sale agreement with CPSPublic EnergyUtility District No. 1 of Benton County (“CPSBenton PUD”) to provide 900 MHz Broadband Spectrum in the 10 MHz broadband licenseconfiguration, covering BexarBenton County, Texas,Washington, (the “CPSBenton Agreement”) for a total paymentconsideration of $13.0$0.8 million,million. facilitatingThis CPSwill enable Benton PUD to deploy a utility private wireless broadband network that will strengthenprovide the taxpayer-owned utility and the community it serves with transformative communications capabilities to support its gridenergy operations,leadership, enhance reliability,cooperation, and accelerate innovation at scale.stewardship.

A discussion and analysis of the primary factors contributing to our results of operations are presented below. The following tables summarize our results of operations and financial data for the three and nine months ended DecemberJune 31,30, 20252026 and 2024.2025. The following data should be read in conjunction with our Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.

Our net lossincome for the three months ended DecemberJune 31,30, 20252026 increaseddecreased by approximately $14.3$24.9 million to $6.6$0.2 million from a net income of $7.7$25.2 million for the three months ended DecemberJune 31,30, 2024.2025. The increasedecrease in net lossincome was primarily due to the following:

•General and administrative expenses decreased by $0.5$0.8 million, or -6%,-8%, to $8.7$9.6 million for the three months ended DecemberJune 31,30, 20252026 from $9.2$10.4 million for the three months ended DecemberJune 31,30, 2024.2025. The decrease primarily resulted from $0.3$0.6 million lower professionalstock services,compensation $0.2 million contract consulting fees, $0.1 million site related costsexpense and $0.1$0.3 million headcount related costs, partially offset by $0.2$0.1 million higher stocktravel compensationand entertainment expense.

•GeneralSales and administrativesupport expensesexpense decreasedincreased by $5.9$0.4 million, or -18%,28%, to $27.5$1.9 million for the ninethree months ended DecemberJune 31,30, 20252026 from $33.5$1.5 million for the ninethree months ended DecemberJune 31,30, 2024.2025. The decreaseincrease primarily resulted from $2.6$0.2 million lowerhigher headcount related costs, $1.4$0.2 million stock compensation expense,expense $1.3and $0.1 million professionalmarketing servicesexpense, andpartially $0.5offset by $0.1 million lower contract consulting fees.

•Gain on exchange of intangible assets, net increaseddecreased by $73.5$23.3 million, or 352%,-69%, to $94.3$10.7 million for the ninethree months ended DecemberJune 31,30, 20252026 from $20.8$33.9 million for the ninethree months ended DecemberJune 31,30, 2024.2025. During the ninethree months ended DecemberJune 31,30, 2026, we exchanged our narrowband licenses for broadband licenses in 6 counties. In connection with the exchange, we recorded $13.5 million for the new broadband licenses and disposed of $2.9 million related to the value ascribed to the narrowband licenses we relinquished to The Federal Communications Commission’s (the “FCC”) for those same 6 counties. As a result, we recorded a $10.7 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the three months ended June 30, 2025, we exchanged our narrowband licenses for broadband licenses in 17362 counties. In connection with the exchange, we recorded an accounting cost basis of $121.3$40.6 million for the new broadband licenses and disposed of $27.0$6.7 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 17362 counties (including additional clearing cost for previously exchanged narrowband licenses).counties. As a result, we recorded a $94.3$33.9 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the nine months ended December 31, 2024, we exchanged our narrowband licenses for broadband licenses in 20 counties. In connection with the exchange, we recorded an accounting cost basis of $23.8 million for the new broadband licenses and disposed of $3.0 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 20 counties (including additional clearing cost for previously exchanged narrowband licenses). As a result, we recorded a $20.8 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.

•Gain on sale of intangible assets, net increaseddecreased by $12.8$1.0 million, or 100%, to $12.8zero for the three months ended June 30, 2026 from $1.0 million for the ninethree months ended DecemberJune 31,30, 20252025. from zero forDuring the ninethree months ended DecemberJune 31,30, 2024.2026, we did not transfer any broadband licenses. During the ninethree months ended DecemberJune 31,30, 2025, we transferred to Lower Colorado River Authority (“LCRA”) and Oncor Electric Delivery Company LLC (“Oncor”) 6024 and three broadband licenses, respectively, and recorded a $12.8$1.0 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion on the sale of intangible assets. During the nine months ended December 31, 2024, we did not transfer any broadband licenses.

•Interest income decreasedincreased by $0.6$0.4 million, or -32%,91%, to $1.2$0.8 million for the ninethree months ended DecemberJune 31,30, 20252026 from $1.7$0.4 million for the ninethree months ended DecemberJune 31,30, 2024.2025. The decrease wasincrease primarily attributable to a lowerhigher average cash balance during the period and lower interest rates.period.

•Income tax expense increased by $2.0$2.6 million, or 163%,117%, to $3.2$0.4 million for the ninethree months ended DecemberJune 31,30, 20252026 from income tax expensebenefit of $1.2$2.3 million for the ninethree months ended DecemberJune 31,30, 2024.2025. The increase primarily resulted from higher provisions of $1.3$0.2 million for federal and $0.7$2.4 million for state driven by thetaxable gainincome onrelated salesto andcustomer exchangesmilestone of intangible assets.payments.

Our principal source of liquidity is our cash and cash equivalents generated from customer contract proceeds. At DecemberJune 31,30, 2025,2026, we had cash and cash equivalents of $29.5$116.0 million.

Net cash provided by (used in) operating activities

Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advancedadvanced, milestone or closing payments. For spectrum lease agreements,agreements and spectrum sale agreements entered into in the ordinary course of business, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the contractual term of the lease, which is typically 20up to 30 years.years for lease agreements or upon delivery of a broadband license associated with a sale agreement. For spectrum sale agreements,agreements entered into in the non-ordinary course of business, we recordrecorded advanced payments as a contingent liability on our Consolidated Balance Sheets and will derecognize this liability upon closing of the sale along with recording a gain or loss on sale. In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for the difference in cost basis as weour exchange of narrowband licenses for broadband licenses. We expect net cash provided by (used in) operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities. The following represents our changes in net cash provided by (used in) operating activities for the ninethree months ended DecemberJune 31,30, 20252026 and 2024.2025.

Net cash usedprovided inby operating activities was approximately $10.0$2.0 million for the ninethree months ended DecemberJune 31,30, 2025.2026. The net cash usedprovided inby operating activities for the ninethree months ended DecemberJune 31,30, 20252026 was primarily due to the following:

•$72.1$0.2 million increaseof related to our operatingnet income, which includes a reduction of $97.8$6.8 million of non-cash items primarily driven by the gain on exchange of intangible assets of $94.3 million and the gain on sale of $12.8$10.7 million. Refer to the Results of Operations;

•$2.3$1.1 million increase in accruedprepaid severanceexpenses and other related chargesassets primarily dueattributable to theemployee CEOreceivables Transitionrelated to stock option exercises;

•$10.0$2.5 million increasedecrease in contingentaccounts liabilitypayable relatedand other accrued expenses primarily due to theannual Oncorbonus Agreement.payments;

Our principal outflow of cash used in investing activities is our purchases of intangible assets, including refundable deposits, retuning costs and swaps, which represent our spectrum clearing efforts as we work toward the conversion from narrowband to broadband spectrum. The purchases of intangible assets may be offset by current period cash proceeds from the sale of intangible assets, with a potential non-cash derecognition of the contingent liability for any proceeds received and recognized in operating activities in a prior period. Payments received in the current period for closed sale agreements entered into in the non-ordinary course of business are reflected as investing activities onin the Consolidated Statements of Cash Flows upon the sale of intangible assets.Flows. We expect net cash provided by (used in) investing activities to be affected by the timing of our spectrum clearing efforts and the closing of our sale transactions and the related transfer of broadband licenses. The following represents our changes in net cash used in investing activities for the ninethree months ended DecemberJune 31,30, 20252026 and 2024.2025.

Net cash used in investing activities was $5.6$6.7 million and $12.7$2.7 million for the ninethree months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. For the ninethree months ended DecemberJune 31,30, 2025,2026, net cash used in investing activities was primarily from $19.8$6.7 million payments made to acquire, swap or retune wireless licenses in markets across the United States. For the three months ended June 30, 2025, net cash used in investing activities was from $4.0 million payments made to acquire, swap or retune wireless licenses in markets across the United States, partially offset by $14.2$1.3 million related to the proceeds from sale of spectrum. For the nine months ended December 31, 2024, net cash used in investing activities was primarily from $12.6 million payments made to acquire, swap or retune wireless licenses in markets across the United States.

Net cash provided by (used in) financing activities

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash provided by (used in) financing activities for the ninethree months ended DecemberJune 31,30, 20252026 and 2024.2025.

Net cash provided by (used in) financing activities was $1.6$20.0 million and $6.3$0.6 million for the ninethree months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. For the ninethree months ended DecemberJune 31,30, 2025,2026, net cash usedprovided inby financing activities was primarily forfrom the repurchaseproceeds from stock option exercises of common stock of $1.0$20.3 million, partially offset by the payments of withholding tax on net issuance of restricted stock of $0.7 million, partially offset by the proceeds from stock option exercises of $0.2$0.3 million. For the ninethree months ended DecemberJune 31,30, 2024,2025, net cash used in financing activities was primarily forfrom the repurchase of common stock of $6.4 million, payments of withholding tax on net issuance of restricted stock of $1.8 million, partially offset by the proceeds from stock option exercises of $2.0$0.6 million.

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from April 30, 2028 through June 30, 2027 through January 31, 2029,2030, which includes a three to ten-year lease extension for our corporate headquarters.offices. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from JanuaryJuly 14,08, 2026 to NovemberMay 30,31, 2032.2033. Total estimated payments for these lease agreements are approximately $5.4$4.9 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”). Total estimated payments as a result of the ARO is approximately $0.1 million. In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration. As of DecemberJune 31,30, 2025,2026, our total estimated future payments for these agreements with incumbents are approximately $43.6$39.0 million.

In October 2022, we entered into an agreement with Xcel Energy Services Inc. (“Xcel Energy”) providing Xcel Energy dedicated long-term usage of our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement”). In connection with Xcel Energy Agreement, we entered into a guaranty agreement, under which we guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, we are required to refund payments we have received. In addition, to the extent we have performed any obligations, our liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. We recorded $74.7$76.0 million in deferred revenue in connection with the prepayments received as of DecemberJune 31,30, 2025.2026. We commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of DecemberJune 31,30, 2025,2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $66.9$66.5 million, reflecting a reduction in liability due to the obligations performed to date.date and revenue recognized.

In June 2025, we entered into an agreement to retune and acquire wireless licenses for approximately $28.0 million. In connection with this agreement, we entered into a guaranty agreement with the incumbent, under which we guaranteed the payment and performance of all obligations under the agreement to the incumbent in the event of default. In addition, to the extent thewe Company hashave performed any obligations under the agreement, our liability and remaining obligations will extend only to the remaining obligations. As of DecemberJune 31,30, 2025,2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $21.5$13.1 million.

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 ninethree months ended DecemberJune 31,30, 2026 and 2025, we haddid nonot incur any excise tax expense. For the nine months ended December 31, 2024, excise tax expense was approximately $23 thousand.

*Average price paid per share includes costs associated with the repurchases, excluding excise taxes associated with the share repurchases As of DecemberJune 31,30, 2025,2026, $226.7 million is remaining under the 2023 Share Repurchase Program.

As of DecemberJune 31,30, 20252026 and March 31, 2025,2026, we did not have and do not have any relationships with unconsolidated entities or financial partnerships that were established for the purpose of facilitating off-balance sheet arrangements, as defined in the rules and regulations of the SEC.