ATEX

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How ATEX rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

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These risks and uncertainties include, but are not limited to, the following: • we may not be successful in commercializing our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis, and on commercially favorable terms, including our ability to monetize our spectrum on financial terms consistent with our business plan and assumptions; • our commercial agreements with our customers are subject to contingencies and obligations, 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 will not be subject to repayment, or that we 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; • we may not be successful in competing against other spectrum holders who offer spectrum to our target customers, including the buyer of T-Mobile’s 800 MHz spectrum.
In addition, many of the third parties who offer spectrum and communication technologies, products, services and solutions to our targeted customers have existing long-term relationships with these targeted customers and have significantly more resources and greater political and regulatory influence than we do, and we may not be able to successfully compete with these third parties; • adverse market conditions, including as the result of tariffs and inflation, may adversely affect our business or the businesses of our target customers, which could have an adverse effect on our commercialization efforts; • we may not generate funds through our commercialization operations as planned or correctly estimate our operating expenses, future cash proceeds 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; • we have a unique business model, and our business activities, strategic approaches and plans may not be successful; • we have had net losses most years since our inception and may not achieve or maintain profitability in the future; • the value of our spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes; • 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, including the enhanced standards required to qualify for the 5 x 5 MHz broadband licenses under the 2026 Report and Order; • our voluntary exchange process established by the FCC in the Report and Order may not allow us to clear or relocate incumbents in certain counties in a timely manner and on commercially reasonable terms, or at all; • the clearing process established by the FCC in the Report and Order, which exempts Complex Systems from mandatory retuning, may not allow us to retune or relocate incumbents in a timely manner and on commercially reasonable terms, or at all; • our customers’ initiatives with the federal and state agencies and commissions that regulate electric utilities may not be successful, which may impact our commercialization efforts; • we may not be able to maintain any narrowband and broadband licenses that we own and/or obtain from the FCC; • government regulations or actions taken by governmental bodies could adversely affect our business prospects, liquidity and results of operations, including any changes by the FCC to the Report and Order or to the FCC rules and regulations governing the 900 MHz band; • federal government shutdowns could affect our ability to obtain broadband licenses from the FCC, which could adversely impact our ability to comply with our contractual obligations and to commercialize our 900 MHz spectrum assets; • our future success depends on our ability to retain our executive officers and key personnel and to attract, retain and motivate qualified personnel; • concentration of ownership will limit our stockholders’ ability to influence corporate matters; and • we may be unable to utilize the full value of the share repurchase program approved by our stockholders as expected, or at all.
(“Anterix,” “we,” “our,” or the “Company”) is the nation’s largest holder of licensed 900 MHz spectrum (896-901/935-940 MHz) with coverage spanning the contiguous United States, Hawaii, Alaska, and Puerto Rico.
Our mission is to transform critical infrastructure connectivity, commercialize our spectrum assets and deliver advanced intelligent infrastructure solutions, including private broadband networks, tower access, and turnkey connectivity management, to utility and critical infrastructure enterprises seeking to enhance operational efficiency, strengthen grid resilience, and accelerate digital transformation.
During fiscal 2026, we evolved our business strategy.
Building on our foundational 900 MHz spectrum position, we transitioned from a model focused predominantly on long-term spectrum leasing to a broader operating model.
In the ordinary course of business, we now secure and expand our spectrum position, clear and retune spectrum, monetize spectrum through both sales and long-term leases, and develop a growing portfolio of products and services offerings around our spectrum that are designed to generate recurring revenue.
Together, these activities form the foundation of how we generate revenue today and how we expect to generate revenue over time.
Our new brand and visual identity, introduced during the fourth quarter, reflects this evolution.
Fiscal 2026 Highlights and Accomplishments • Executed new spectrum sale agreements with CPS Energy (“CPS”), Texas-New Mexico Power (“TNMP”), and NorthWestern Energy (“NWE”). • Subsequent to year end, in April 2026, we entered into a new spectrum sale agreement with Benton PUD. • On February 18, 2026, the FCC adopted the 2026 Report and Order to expand the 900 MHz broadband segment from 6 MHz to 10 MHz. • Received $127.0 million of contracted proceeds from customers with $50 million of contracted proceeds outstanding. • Launched TowerX TM , a tower site access service, and CatalyX®, a turnkey connectivity management solution • Delivered broadband licenses to customers in 155 counties and recorded a $34.8 million gain on the sale of intangible assets. • Exchanged narrowband for broadband licenses in 219 counties and recorded a $105.4 million gain. • Repurchased 43,175 shares of Anterix stock to return capital to our stockholders for a total of $1.0 million. • Evolved our business strategy from a predominantly lease-based model to a broader operating model under which we acquire, clear, sell and lease spectrum and develop products and services offerings around it, and unveiled a new brand and visual identity reflecting this evolution.
Our Business Strategy Our strategy positions our 900 MHz spectrum as the linchpin of an integrated, end-to-end operating model.
In the ordinary course of business, we (i) secure and expand our spectrum position, (ii) clear and retune spectrum to convert our nationwide narrowband holdings into broadband, (iii) monetize that spectrum through sales or long-term leases and (iv) develop and deliver a growing suite of products, services offerings and ecosystem solutions, including TowerX, CatalyX and the Anterix Active Ecosystem, that are designed to generate recurring revenue as customer networks are deployed and operated.
Each of these activities is a recurring part of how we operate and generate revenue today and expect to generate in the future, and together they are designed to capture the full value of our spectrum across its lifecycle.
We serve utility and critical infrastructure enterprises tackling the defining challenges of grid modernization, operational resilience, cybersecurity, remote automation, real-time monitoring, and AI-enabled edge applications.
Our solutions are purpose-built to support digital transformation and infrastructure modernization at scale, providing the security, performance, and reliability the modern grid demands.
Our value proposition increasingly extends beyond spectrum.
Through TowerX, CatalyX, and the Anterix Active Ecosystem, which includes more than 150 technology innovators, we provide customers with a complete and integrated, pathway from spectrum acquisition to network deployment and operation.
These offerings are designed to reduce implementation complexity, support more efficient deployment timelines, and enable scalable solutions that align with customers’ evolving operational requirements.
As customers deploy and operate their networks, these offerings are designed to generate recurring revenue that extends our customer relationships beyond the initial spectrum sale or lease.
As previously noted, in February 2026 the FCC unanimously adopted its 2026 Report and Order, “Maximizing the Potential of the 900 MHz Band,” enabling broadband deployment across the full 10 megahertz of the band.
This action enhances the utility and capacity of our spectrum holdings and supports the continued development of our platform and ecosystem.
Page 3 Evolution of Our Operating Model Today, acquiring, clearing, selling, leasing and developing products and services offerings around our spectrum are all undertaken in the ordinary course of business.
This represents a change from our historical approach, under which we monetized spectrum predominantly through long-term leases and sold spectrum assets only to utilities operating within Complex Systems on a case-by-case basis.
During fiscal 2026, as the market matured and utilities increasingly focused on selecting the ownership structure (sale or lease) that best aligned with their operational, regulatory and financial objectives, we evolved our commercial approach to meet customers through either structure.
As a result of this change in strategy, spectrum sale agreements entered into after December 31, 2025 are entered into in the ordinary course of business, and the related revenue and cost of sales are recognized on a gross basis in accordance with ASC 606.
The products and services offerings we develop around our spectrum are designed to generate recurring revenue as customer networks are deployed and operated, supporting revenue generation on an ongoing basis.
For the discussion of the change in our spectrum sale agreement accounting and presentation, refer to Note 2 S ummary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.
We acquired the majority of our 900 MHz spectrum, along with certain related equipment, from Sprint in September 2014.
Certain MTA licenses have been returned to the FCC.
In addition, the FCC never auctioned the 20 blocks of B/ILT spectrum in the United States.
As a result, the FCC is currently holding over 28% of 900 MHz narrowband spectrum in its inventory throughout the United States.
We hold, or have held, licenses nationwide that cover over 59% of MHz Population (“MHzPop”) in the 900 MHz band in the United States.
Broadband Licenses As of March 31, 2026, we were cumulatively granted by the FCC broadband licenses for 419 counties, inclusive of 159 licenses transferred to customers.
As a result, we relinquished to the FCC our narrowband licenses and if necessary, made the Anti-Windfall Payments for the same 419 counties, as required by the Report and Order.
Converting our Nationwide Narrowband 900 MHz Spectrum Position to Broadband The conversion of our spectrum holdings from narrowband to broadband licenses on a nationwide basis is a foundational element of our two-pronged strategy and supports the execution of our broader business objectives.
To achieve this conversion, we are focused on clearing incumbents out of the broadband license segment and obtaining broadband licenses in counties (i) in which we have customer contracts, (ii) where we believe we have near-term commercial prospects, or (iii) that we consider strategically advantageous to optimize the cost of broadband licensing over time.
While we intend to prioritize our spectrum transactions in areas where we have identified customer opportunities, we also plan to pursue spectrum transactions opportunistically to generate returns on our investment in spectrum clearing costs.
We have taken a proactive approach to these efforts and have completed and expect to continue pursuing spectrum transactions to support our efforts to satisfy the broadband license eligibility requirements.
Clear Covered Incumbents We have been proactive in our spectrum clearing efforts in anticipation of the broadband licensing process.
Our dedicated clearing team is focused on negotiating agreements to transition Covered Incumbents from the 3 x 3 MHz broadband segment of the 900 MHz spectrum band into segments designated for continued narrowband operations within the 900 MHz band or, where appropriate, out of 900 MHz band entirely.

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Gone since FY2025

These risks and uncertainties include, but are not limited to, the following: • we may not be successful in commercializing our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis, including those customers that are above the Demonstrated Intent threshold, and on commercially favorable terms, including our ability to monetize our spectrum on financial terms consistent with our business plan and assumptions; • our commercial agreements with our customers are subject to contingencies and obligations, 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 will not be subject to repayment, or that we 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 to our targeted utility and critical infrastructure customers; • we may not be successful in competing against other spectrum holders who offer spectrum to our target customers, including the buyer of T-Mobile’s 800 MHz spectrum.
In addition, many of the third parties who offer spectrum and communication technologies, products, services and solutions to our targeted customers have existing long-term relationships with these targeted customers and have significantly more resources and greater political and regulatory influence than we do, and we may not be able to successfully compete with these third parties; • our sales and marketing initiatives, including our AnterixAccelerator TM program, may not be successful; • our strategic review process may not result in our identification or completion of a strategic transaction, which could have an adverse effect on our stock price and our business; • adverse market conditions, including as the result of tariffs and inflation, may adversely affect our business or the businesses of our target customers, which could have an adverse effect on our commercialization efforts; • we may not generate funds through our commercialization operations as planned or correctly estimate our operating expenses, future cash proceeds 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; • we have a unique business model, and our business activities, strategic approaches and plans may not be successful; • we have had net losses each year since our inception and may not achieve or maintain profitability in the future; • the value of our spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes; • we may not be successful in the petition filed with the FCC to expand the 900 MHz Broadband Segment from 6 MHz to 10 MHz; • our plans to commercialize our 900 MHz spectrum assets depend on our ability to continue to qualify for and obtain broadband licenses from the FCC in accordance with the requirements of the Report and Order; • our voluntary exchange process established by the FCC in the Report and Order may not allow us to clear or relocate incumbents in certain counties in a timely manner and on commercially reasonable terms, or at all; • the clearing process established by the FCC in the Report and Order, which exempts Complex Systems from mandatory retuning, may not allow us to retune or relocate incumbents in a timely manner and on commercially reasonable terms, or at all; • our customers’ initiatives with the federal and state agencies and commissions that regulate electric utilities may not be successful, which may impact our commercialization efforts; • we may not be able to maintain any narrowband and broadband licenses that we own and/or obtain from the FCC; • government regulations or actions taken by governmental bodies could adversely affect our business prospects, liquidity and results of operations, including any changes by the FCC to the Report and Order or to the FCC rules and regulations governing the 900 MHz band; • our future success depends on our ability to retain our executive officers and key personnel and to attract, retain and motivate qualified personnel; • concentration of ownership will limit our stockholders’ ability to influence corporate matters; and • we may be unable to utilize the full value of the share repurchase program approved by our stockholders as expected, or at all.
(“Anterix,” “we,” “our,” or the “Company”) is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid.
Our vision is to deliver secure, scalable solutions enabled by private wireless broadband connectivity, for the benefit of utilities and the communities that they serve.
As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico, we are uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations.
We are focused on commercializing our spectrum assets and expanding the benefits and solutions we offer to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.
Fiscal 2025 Highlights and Accomplishments • Appointed Scott Lang as President and Chief Executive Officer to succeed Robert Schwartz effective October 8, 2024. • Appointed Thomas Kuhn as Executive Chairman of the Board following the retirement of Morgan O’Brien in January 2025. • Executed a new spectrum sale agreement with Oncor Electric Delivery Company LLC (“Oncor”) for a total of $102.5 million in June 2024. • Executed an additional spectrum sale agreement with Lower Colorado River Authority (“LCRA”) for a total of $13.5 million in January 2025. • Received milestone payments of $8.5 million from Ameren Corporation (“Ameren”) and $44.0 million from Oncor. • Transferred four broadband licenses to Oncor and recorded an $18.3 million gain on the sale of intangible assets. • Exchanged narrowband for broadband licenses in 67 counties and recorded a $22.8 million gain. • Repurchased 245,292 shares of our stock to return capital to our stockholders for a total of $8.4 million. • Secured FCC approval of a Notice of Proposed Rulemaking (“NPRM”) to expand the current paired 3 x 3 MHz broadband segment to a paired 5 x 5 MHz broadband segment within the 900 MHz band in January 2025. • Initiated a strategic review process after receiving inbound interest in the Company in February 2025. • Announced AnterixAccelerator TM industry engagement initiative in March 2025.
Our Business Strategy Our strategy is to provide transformative broadband solutions for critical infrastructure industries and enterprises including private wireless connectivity on 900 MHz spectrum and next-generation communications platforms.
We support digital transformations, infrastructure modernization, and cybersecurity strategies that will enable the new standard for security, performance and safety.
Leveraging our solutions, critical infrastructure customers can tackle their most impactful opportunities, unlocking applications from analytics to automation to edge monitoring and artificial intelligence.
Together with Anterix, customers can build solutions that will scale and evolve with their business needs.
To that end, we are pursuing a two-pronged strategy focused on: (i) converting our nationwide narrowband 900 MHz spectrum position into valuable broadband spectrum; and (ii) offering long-term leasing of broadband spectrum or other creative solutions in complex system areas to monetize spectrum coupled with platform services and solutions to utility and critical infrastructure enterprises nationwide.
We hold licenses nationwide, over 51% of the 900 MHz band in the United States.
However, where spectrum is the highest priced, the top 20 metropolitan market areas in the United States which cover approximately 38% of the U.S. population, we hold on average more than 6 MHz worth of spectrum.
We acquired the majority of our 900 MHz spectrum and certain related equipment from Sprint in September 2014.
Certain MTA licenses were not purchased at auction and have been returned to the FCC.
In addition, the FCC never auctioned the 20 blocks of B/ILT spectrum in some parts of the United States.
As a result, the FCC is currently holding over 27% of 900 MHz narrowband spectrum in its inventory throughout the United States.
Page 3 Broadband licenses As of March 31, 2025, we were cumulatively granted by the FCC broadband licenses for 194 counties, inclusive of licenses transferred.
As a result, we relinquished to the FCC our narrowband licenses and if necessary made the Anti-Windfall Payments for the same 194 counties, as required by the Report and Order.
Converting our Nationwide Narrowband 900 MHz Spectrum Position to Broadband Converting our spectrum from narrowband to broadband licenses nationwide is a foundational component of our two-pronged strategy as it provides the underpinning for achieving our business strategy.
To achieve this conversion, we are focused on intentionally clearing incumbents out of the broadband license segment and obtaining broadband licenses in counties (i) in which we have customer contracts, (ii) where we believe we have near-term commercial prospects, or (iii) that may be strategically advantageous to achieve optimum costs for broadband licenses over time.
And while we intend to continue to prioritize our spectrum transactions in areas where we have customer opportunities, we also plan to pursue spectrum transactions opportunistically to recognize a positive return on our investments in spectrum clearing costs.
We have been proactive in this effort and to date have completed, and intend to continue to pursue spectrum transactions to support our efforts to satisfy the broadband license eligibility requirements.
Clear Covered Incumbents We have been proactive in our clearing efforts in preparation for the broadband licensing process.
Our dedicated clearing team is focused on negotiating agreements to move Covered Incumbents from the broadband segment of the 900 MHz spectrum band to the segments allocated for continued narrowband operations within the 900 MHz band or out of 900 MHz band entirely.
Our team has worked with Covered Incumbents and negotiated and contracted approximately three quarters of the transactions required, inclusive of five Complex Systems, to clear the licensed 900 MHz Broadband Segment channels.
Deploying our Commercial Business Offering With the initial Report and Order completed and the work we have done since then to pave the way for the deployment of broadband in the 900 MHz band, we have moved into the second key prong of our strategy of establishing our commercial position and accelerating adoption of our principal commercial business offering.
We are implementing this strategy through: • targeted outreach and education by our sales, marketing, business development, commercial operations and industry government affairs organizations; • participating in the Utilities Broadband Alliance (“UBBA”), other industry associations and industry events; • attracting vendors to the Anterix Active Ecosystem (“AAE”); • advancing our Utility Strategic Advisory Board (“USAB”); and • launching our AnterixAccelerator TM initiative.
The UBBA membership currently includes 38 electric utilities and subsidiaries among its over 100 members.
The AAE targets our Nation’s electric grid innovators and includes participation of over 125 innovative technology companies that provide deployment and application solutions for private broadband.
We launched the AAE to foster, strengthen, and expand the landscape of 900 MHz devices, services and solutions.
Participation from the broad range of technology innovators can bring extensive value to utilities and other critical infrastructure providers who deploy PLTE.
The primary intent of our business is to lease the broadband licenses we secure to customers for long-term leases (generally 20 years or longer) containing additional long-term renewal options.
Based upon our analysis and discussions with current and potential customers to date, we are seeing strong and growing indications of Demonstrated Intent for PLTE networks using 900 MHz spectrum.
To fulfill our business offering, we will be responsible for the costs of securing the broadband licenses from the FCC, including the costs of clearing and meeting the broadband eligibility requirements.
By contrast, we expect that most of our customers will bear the costs of deploying and operating their private broadband networks, technologies and solutions.
And, beyond our principal commercial business offering, we are also exploring additional opportunities to offer electric utility companies additional value-added solutions and services to support their network deployments and operations, and grid modernization initiatives.
Accordingly, our approach to driving the second key prong of our strategy includes: 1) advancing our potential customers through the pipeline by assisting them with their decisions and evaluation process of private wireless networks; 2) Page 4 encouraging federal and state agencies to support the investment and deployment of PLTE solutions in the 900 MHz band by utilities and critical infrastructure companies; 3) participating in demonstrations and tests with laboratories such as National Renewable Energy Lab (“NREL”), Pacific Northwest National Lab and National Institute of Standards and Technology (“NIST”) to validate the benefits of PLTE systems; 4) developing expanded value-added business offerings; 5) enabling and growing the AAE; 6) participating in UBBA and other relevant industry associations to promote our solution; and 7) continually evaluating potential opportunities to expand the application of private wireless broadband networks built on 900 MHz Broadband Spectrum.
Further, we have launched the AnterixAccelerator TM , our new industry engagement initiative to address and speed up the time to realization of value for us and our customers by allowing them to move quickly to deploy 900 MHz private wireless broadband networks.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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