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Anterix Inc.

For the period ended Mar 31, 2026. Filed Jun 25, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Jun 25, 2026

ATEX$80.78+8.6%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

  1. Nature of Operations

Anterix Inc. (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. In November 2015, the Company changed its name from Pacific DataVision, Inc. to pdvWireless, Inc. In August 2019, the Company changed its name from pdvWireless, Inc. to Anterix Inc. The Company maintains offices in Woodland Park, New Jersey, McLean, Virginia and Abilene, Texas.

Business Developments

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, TowerXTM, 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.

  1. Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the valuation of awards and forfeiture rates for its share-based award programs, the estimated useful lives of depreciable assets, lease discount rates, asset retirement obligations (the “ARO”), valuation allowance on the Company’s deferred tax assets and the recoverability of intangible assets among other estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period. Accordingly, actual results could materially differ from those estimates.

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

Segments

The Company operates as a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer, who manages the business on a consolidated basis.

All of the Company’s identifiable assets are located in the United States. The Company did not generate any revenue from sources outside of the United States.

Cash and Cash Equivalents and Restricted Cash

All highly liquid investments with maturities of three months or less at the time of purchase are considered cash equivalents. Cash equivalents are stated at cost, which approximates the quoted market value and includes amounts held in money market funds. Restricted cash includes amounts classified as escrow deposits.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. As of March 31, 2026 and 2025, substantially all of the Company’s cash balances exceeded the federally insured limits. 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

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the applicable lease term. The carrying amount at the balance sheet date of long-lived assets under construction in process includes assets purchased, constructed, or being developed internally that are not yet in service. Depreciation commences when the assets are placed in service. Depreciation rates for assets are updated periodically to account for changes, if any, in the estimated useful lives of the assets, lease terms, management’s strategic objectives, estimated residual values or obsolescence. Changes in estimates will result in adjustments to depreciation expense prospectively.

Accounting for Asset Retirement Obligations

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. Subsequent to the initial measurement of the ARO, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation, if any. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset.

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The Company entered into long-term leasing arrangements primarily for tower site locations. The Company constructed assets at these locations and, in accordance with the terms of many of these agreements, the Company is obligated to restore the premises to their original condition at the conclusion of the agreements, generally at the demand of the other party to these agreements. The Company recognizes the fair value of a liability for an ARO and capitalizes that cost as part of the cost basis of the related asset, depreciating it over the useful life of the related asset. 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, 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):

20262025
Balance at beginning of the year$520$632
Liabilities settled(410)(5)
Revision of estimate(110)(112)
Accretion expense—5
Balance at end of the year (1)—520
Less amount classified as current - included in accounts payable and other accrued expenses—395
Noncurrent liabilities - included in other liabilities$—$125
  1. 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

Intangible assets are wireless licenses that are used to provide the Company with the exclusive right to utilize designated radio frequency spectrum to provide wireless communication services. While licenses are issued for only a fixed time, generallyten years, such licenses are subject to renewal by the FCC. License renewals have occurred routinely and are expensed as incurred. There are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Company’s wireless licenses. As a result, the Company has determined that the wireless licenses should be treated as an indefinite-lived intangible asset. The Company will evaluate the useful life determination for its wireless licenses each year to determine whether events and circumstances continue to support their treatment as an indefinite useful life asset.

Evaluation of Indefinite-Lived Intangible Assets for Impairment

The Company determined that its unit of accounting should be based on geographic markets and deal markets. Unit of accounting of wireless licenses not associated with closed deals is based on geographic markets. Unit of accounting of wireless licenses associated with closed deals is based on the deal markets. The Company’s wireless licenses not associated with closed deals are tested for impairment based on the geographic markets, as the Company will be utilizing the existing wireless narrowband licenses, or broadband licenses if applicable, as part of facilitating broadband spectrum networks at a geographic market level. The Company’s wireless licenses associated with closed deals are tested for impairment based at the deal market level. The Company may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value. If the Company does not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, the Company will calculate the estimated fair value of the intangible asset. If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized. The Company will use a market-based approach or a transaction specific market approach to estimate the fair value of spectrum licenses depending on whether the license is associated with an executed contract with a customer. Under the market-based approach, the fair value of licenses without an executed contract is based on the prevailing 600 MHz auction price as determined by the FCC. 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 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

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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 wereno 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

At times, the Company enters into agreements to exchange or cancel spectrum licenses. Upon entering into the arrangement, if the transaction has been deemed to have commercial substance, spectrum licenses are reviewed for impairment. 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 (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. 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 withinone 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 hadno licenses deemed held for sale.

Spectrum Receivable and Deferred Broadband Costs

Spectrum receivable represents prepayments made to acquire, retune or swap narrowband wireless licenses for cash consideration. The initial deposits to incumbents are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum. 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. If it is determined that there is an impairment, the Company will expense the assets to the extent of the potential loss. Upon exchanging the Company’s narrowband licenses for broadband licenses, the Company will transfer the deferred broadband costs to intangible assets.

Long-Lived Assets and Right of Use Assets Impairment

The Company evaluates long-lived assets and right of use (“ROU”) assets, other than intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of cash flows of other groups of assets and liabilities. When the carrying amount of the asset groups are not recoverable and exceeds its fair value, an impairment loss is recognized equal to the excess of the asset group’s carrying value over the estimated fair value. There wereno impairment charges during the years ended March 31, 2026 and 2025.

Fair Value Measurement

A Level 1, Level 2 or Level 3 fair value hierarchy is used to categorize fair value amounts depending on the quality of inputs used to measure the fair value. 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

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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.

The Company uses appropriate valuation techniques for the fair values of the applicable assets or liabilities based on the available inputs. When available, the Company measures fair value using Level 1 inputs as they generally provide the most reliable evidence of fair value. The inputs may fall into different levels within the hierarchy in some valuations. In these cases, the fair value hierarchy of the asset or liability level is based on the lowest level of input that is significant to the fair value measurements.

Financial Instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, non-trade receivable, escrow deposits, accounts payable and other accrued expenses approximate their fair values.

Leases

Leases in which the Company is the lessee are comprised of corporate office space and tower space. 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 toten-years for its corporate offices. The Company entered into multiple lease agreements for tower space related to its spectrum holdings. 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. Lease liabilities are based on the present value of remaining lease payments over the lease term. As the discount rate implied in the Company’s leases is not readily determinable, the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms.

Revenue Recognition

Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, Revenue from Contracts with Customers(“ASC 606”). A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied, which typically occurs when the services are rendered. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. It generally determines standalone selling prices based on the prices charged to customers under contracts involving only the relevant performance obligation. 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 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.

Since a contract has payment terms that differ from the timing of revenue recognition, the Company will assess whether the transaction price for those contracts include a significant financing component. The Company expects that the period between the transfer of a promised good or service to a customer and the customer payment for that good or service will not constitute a significant financing component. Most of the Company’s spectrum agreements have milestone payments, which align the payment schedule with the clearing and delivery of broadband spectrum. The Company may be entitled to receive an initial deposit, which is not considered a significant financing component because it is used to obtain exclusive rights to the spectrum upon clearing and delivery. 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.

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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

The Company records a contract asset when the Company has satisfied a performance obligation but does not yet have an unconditional right to consideration. Contract assets are included in prepaid expenses and other current assets in the Consolidated Balance Sheets. The Company will review the contract asset on a periodic basis to determine if an impairment exists as a result of a potential credit loss exposure. If it is determined that there is an impairment, the Company will expense the contract asset to the extent of the potential credit loss.

Contract liabilities primarily relate to advance consideration received from customers for spectrum services, for which the control of these services has not been transferred to the customer. These contract liabilities are recorded as deferred revenue on the Consolidated Balance Sheets.

Product Development Costs

The Company charges all product and development costs to expense as incurred. Types of expense incurred in product and development costs include employee compensation, consulting, travel, equipment and technology costs.

Advertising and Promotional Expense

The Company expenses advertising and promotional costs as incurred. Advertising and promotional expense was approximately $56 thousand and $0.1 million for the years ended March 31, 2026 and 2025, respectively.

Stock Compensation

The Company accounts for stock options in accordance with U.S. 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 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, 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). In addition to the Severance Plan, the equity awards issued to the Company’s President and Chief Executive Officer provide for accelerated vesting upon termination of service for reasons other than cause or a resignation for good reason; involuntary termination in connection with a change in control; or a change in control with a purchase price at or above $100 per share (each of such terms defined in the equity award agreements).

To calculate option-based compensation, the Company uses the Black-Scholes option valuation model. 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 often years from the date they are granted, and vest over a requisite service period ofthree years, orfour 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. These variables include the expected volatility of the Company’s stock price, which is based on the weighted-average historical volatility of its stock, expected term, which is based on option history with adjustments for vesting schedule and contractual terms, risk-free interest rate, which is based on the treasury zero-coupon yield appropriate for the term of the option-based award as of the grant date; 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

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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 ofzero in the option-pricing model.

The fair value of restricted stock, restricted stock units and performance units without market conditions are measured based upon the quoted closing market price for the stock on the date of grant. 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 ofthree years, orfour 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 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. The use of the Monte Carlo simulation model requires the input of a number of assumptions including expected volatility of the Company’s stock price, which is based on the weighted-average historical volatility of its stock; correlation between changes in the Company’s stock price and changes in the target composite index, which is based on the historical relationship between the Company’s stock price and the target composite index average; risk-free interest rate, which is based on the treasury zero-coupon yield appropriate for the term of the performance unit as of the grant date; 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. Therefore, the Company has used an expected dividend yield ofzero in the Monte Carlo simulation model. The compensation cost for the performance units with market condition is recognized ratably over the service period.

No tax benefits have been attributed to the share-based compensation expense because the Company maintains a full valuation allowance for all net deferred tax assets.

All excess tax benefits and tax deficiencies, including tax benefits of dividends on share-based payment awards, are recognized as income tax expense or benefit in the Company’s Consolidated Statements of Operations, eliminating the notion of the additional paid-in capital (“APIC”) pool. The excess tax benefits are classified as operating activities along with other income tax cash flows rather than financing activities in the Company’s Consolidated Statements of Cash Flows. 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.

Retirement of common stock

From time to time, the Company may acquire its common stock through share repurchases or option exercise swaps and return these shares to authorized and unissued. If the Company elects to retire these shares, the Company’s policy is to allocate a portion of the repurchase price to par value of common stock with the excess over par value allocated to accumulated deficit.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities as well as from net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is established when it is estimated that it is more likely than not that the tax benefit of a deferred tax asset will not be realized.

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

20262025
Balance at beginning of the year$90,278$89,742
Charged to costs and expenses(283)325
Changes in net loss carryforward and other(18,859)211
Balance at end of the year$71,136$90,278

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Accounting for Uncertainty in Income Taxes

The Company recognizes the effect of tax positions only when they are more likely than not to be sustained. Management has determined that the Company had no uncertain tax positions that would require financial statement recognition or disclosure. The Company is no longer subject to U.S. federal, state or local income tax examinations for periods prior to 2019. When applicable, the Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

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.

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

In October 2023, the FASB issued Accounting Standards Updates (“ASU”) 2023-06, Disclosure Improvements: Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. 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 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 adopted ASU 2023-09 in fiscal

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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 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. 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.

  1. Revenue

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):

20262025
Spectrum revenue
900 MHz Broadband Spectrum Revenue
Ameren Corporation$824$737
Evergy1,5411,542
Xcel Energy3,5243,205
TECO (1)612—
Narrowband Spectrum Revenue
Motorola (2)—547
Total spectrum revenue$6,501$6,031
  1. 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.

  2. 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 DateInitial TermRenewal OptionsTotal Consideration (2)Payments ReceivedPayments Remaining
Ameren Corporation (“Ameren”)December 202030 - years10 - years$47.7 million$31.4 million$16.3 million (3)
Evergy Services, Inc. (“Evergy”)September 202120 - years2 x 10 - years$30.2 million$30.2 million$—
Xcel Energy Services Inc. (“Xcel Energy”)October 202220 - years2 x 10 - years$80.0 million$76.0 million$4.0 million (4)
Tampa Electric Company (“TECO”)November 202320 - years2 x 10 - years$34.5 million$34.5 million$—
  1. 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.

  2. 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. 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.

  3. 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.

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  1. 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 DateTotal Consideration (2)Payments ReceivedPayments remainingBroadband license(s) deliveredBroadband license(s) remaining
CPS Energy (“CPS”)January 2026$13.0 million$6.5 million$6.5 million—1
Texas-New Mexico Power Company (“TNMP”)March 2026$3.2 million$—$3.2 million—2
NorthWestern Energy (“NWE”)March 2026$7.7 million$—$7.7 million—65
  1. 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.

  2. 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

In September 2014, Motorola paid the Company an upfront, fully paid fee of $7.5 million in order to use a portion of the Company’s narrowband spectrum licenses. The payment of the fee is accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and is recognized ratably as the service is provided over the contractual term of approximatelyten years. As of December 31, 2024, the Company recognized all the revenue associated with the 2014 Motorola spectrum agreement.

Capitalized Contract Costs

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. The Company’s capitalized contract costs consisted of the following activity (in thousands):

20262025
Balance at the beginning of the year$1,241$1,027
Additions226339
Amortization (1)(962)(125)
Balance at the end of the year5051,241
Less amount classified as current assets (2)(24)(132)
Noncurrent assets (2)$481$1,109
  1. 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.

  2. 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.

Page F- 18

Contract Liabilities

Contract liabilities primarily relate to advanced consideration received from customers in connection with spectrum revenue agreements, for which revenue is recognized over the term of each delivered broadband lease. The Company’s contract liabilities consisted of the following activity (in thousands):

20262025
Balance at the beginning of the year$124,672$122,212
Net additions (1)43,0078,491
Revenue recognized(6,501)(6,031)
Balance at the end of the year161,178124,672
Less amount classified as current liabilities (2)(14,513)(6,095)
Noncurrent liabilities (2)$146,665$118,577
  1. Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum revenue agreements, net of delivery delay adjustments.

  2. Current liabilities and noncurrent liabilities are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.

Remaining Performance Obligations

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. Revenue allocated to remaining performance obligations was $198.9 million as of March 31, 2026, which will be recognized over the remaining contract terms up to 30 years.

  1. Segment Reporting

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 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 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 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.

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

20262025
Spectrum revenue$6,501$6,031
Significant segment expenses and other segment items
Adjusted general and administrative (1)25,72130,654
Adjusted sales and support (2)6,4725,878
Adjusted product development (3)3,9825,489
Depreciation and amortization464548
Gain on exchange of intangible assets, net(105,419)(22,799)
Gain on sale of intangible assets, net(34,780)(18,294)
Interest income(1,633)(2,159)
Other income(143)(75)
Income tax expense5,0711,892
Other segment items (4)16,13116,269
Net income (loss)$90,635$(11,372)
  1. 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.

  2. Adjusted sales and support includes expenses related to sales and marketing functions.

  3. Adjusted product development includes expenses related to technology and product development functions.

  4. Other segment items include items not deemed significant or regularly provided to the CODM, such as severance and other related charges, stock compensation and loss from disposal of long-lived assets.

  5. Escrow Deposits

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 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 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, 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.

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  1. Property and Equipment

Property and equipment consists of the following at March 31, 2026 and 2025 (in thousands):

Estimated useful life20262025
Network sites and equipment5-10 years$4,518$9,614
Computer software1-7 years861861
Computer equipment5-7 years292303
Furniture and fixture and other equipment2-5 years440489
Leasehold improvementsShorter of the lease term or 10 years819819
6,93012,086
Less accumulated depreciation6,10310,784
Property and equipment, net$827$1,302

Depreciation expense for the years ended March 31, 2026 and 2025 amounted to approximately $0.5 million and $0.5 million, respectively.

There wereno impairment charges during the years ended March 31, 2026 and 2025.

  1. Intangible Assets

Wireless licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, or more frequently if an event indicates that the asset might be impaired. There wereno impairment charges related to the Company’s indefinite-lived intangible assets during the years ended March 31, 2026 and 2025.

Intangible assets consist of the following at March 31, 2026 and 2025 (in thousands):

20262025
Balance at the beginning of the year$228,983$216,743
Acquisitions30,65512,082
Sale of intangible assets(54,345)(22,641)
Exchanges - licenses received139,60827,030
Exchanges - licenses surrendered(34,189)(4,231)
Balance at the end of the year$310,712$228,983

Purchases of intangible assets, including refundable deposits, retuning costs and swaps

During the years ended March 31, 2026 and 2025, the Company entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration (“deals”) and made Anti-Windfall Payments to the U.S. Treasury Department. The initial deposits to incumbents are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum. The initial deposits are transferred to deferred broadband costs or intangible assets on the Company’s Consolidated Balance Sheets, as applicable, upon meeting the relevant deal milestones. The final payments related to closed retuning or swap deals are recorded as deferred broadband costs on the Company’s Consolidated Balance Sheets. The final payments for license purchases or Anti-Windfall Payments are recorded as intangible assets on the Company’s Consolidated Balance Sheets.

Broadband License Exchanges

During the year ended March 31, 2026, the FCC granted the Company broadband licenses for 219 counties. 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 (including additional clearing cost for previously exchanged narrowband licenses). 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 received in the amount of $27.0 million. In connection with receiving the

Page F- 21

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. 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 (including additional clearing cost for previously exchanged narrowband licenses). 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 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 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 tofour counties for the total consideration of $40.9 million. The total consideration included a $34.0 million milestone payment received in January 2025, $4.0 million allocated from the previously received $10.0 million deposit and $2.9 million non-trade receivable on the Company’s Consolidated Balance Sheets related to reimbursable clearing costs and Anti-Windfall Payments. As a result, the Company recognized a reduction in intangible assets of $22.6 million and recorded a $18.3 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.

  1. Accounts Payable and Other Accrued Expenses

The table below provides additional information related to the Company’s accounts payable and other accrued expenses at March 31, 2026 and 2025 (in thousands):

20262025
Accounts payable$695$1,130
Accrued employee related expenses5,0605,079
Accrued expenses9,0231,582
Accrued taxes250890
Other—394
Total accounts payable and other accrued expenses$15,028$9,075
  1. Accrued Severance and Other Related Charges

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 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.

Additionally, on November 1, 2024, Robert H. Schwartz stepped down from his role as the Company’s President and Chief Executive Officer. 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

Page F- 22

amount of approximately $2.2 million, (ii) a pro-rata target bonus for fiscal year 2025, less any bonus amount previously paid for fiscal year 2025, for an aggregate amount of approximately $0.2 million and (iii) a subsidized COBRA continuation coverage for 18 months. Additionally, in connection with the Transition Agreement, a portion of Mr. Schwartz’s unvested time-based awards and performance-based awards accelerated and vested on a pro-rated basis, and Mr. Schwartz received an option exercise period extension. See Note 13 Stockholders’ Equity for further discussion. For the year ended March 31, 2025, the Company recorded $3.5 million severance and other related charges related to the Transition Agreement on the Company’s Consolidated Statements of Operations. 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 years ended March 31, 2026 and 2025, total accrued severance and other related charges were as follows (in thousands):

20262025
Balance at beginning of the year$2,265$—
Cash accruals4,5962,714
Cash payments(4,051)(449)
Balance at the end of the year (1)$2,810$2,265
  1. The Company expects to make disbursements totaling $2.2 million over the next 12 months.

  2. 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 ofsix 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.

As of March 31, 2026 and 2025, the Company hadzero and $30 thousand, respectively, in outstanding liabilities to Mr. O’Brien included in due to related parties on the Company’s Consolidated Balance Sheets. Mr. O’Brien’s consulting agreement was terminated as of June 30, 2025.

  1. Leases

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 toten-years. The Company entered into multiple lease agreements for tower space. 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.

ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

Weighted-average remaining lease term and incremental borrowing rate for the Company’s operating leases are as follows:

20262025
Weighted average term - operating lease liabilities3.71 years3.71 years
Weighted average incremental borrowing rate - operating lease liabilities8%8%

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The following table presents total lease cost for the years ended March 31, 2026 and 2025 (in thousands):

20262025
Total operating lease cost*$1,821$1,997

*Total operating lease cost is included in general and administrative expenses on the Company’s Consolidated Statements of Operations.

The following table presents supplemental balance sheet information as of March 31, 2026 and 2025 (in thousands):

20262025
Non-current assets - right of use assets, net$4,069$4,829
Current liabilities - operating lease liabilities$1,424$1,643
Non-current liabilities - operating lease liabilities$2,995$3,747

Future minimum payments under existing non-cancellable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company) for the remaining terms of the leases following the year ended March 31, 2026 are as follows (in thousands):

Fiscal YearOperatingLeases
2027$1,727
20281,373
2029828
2030455
2031396
After 2031345
Total future minimum lease payments5,124
Amount representing interest(705)
Present value of net future minimum lease payments$4,419
  1. Income Taxes

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 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. For the year ended March 31, 2025, the Company incurred federal and state operating losses of approximately $275.1 million and $207.0 million, respectively, to offset future taxable income of which $241.1 million federal NOL and $40.3 million of state NOLs can be carried forward indefinitely but can only offset 80% of taxable income when used.

The Company has net deferred tax assets, before applying the valuation allowance, of approximately $64.8 million and $83.6 million relating principally to the NOLs as of March 31, 2026 and 2025, respectively. Federal NOL carryforwards may be subject to limitations as a result of the change in ownership that occurred in the year ended March 31, 2015, as defined under Internal Revenue Code Section 382. 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 (“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. In situations where a three-year cumulative loss condition exists, accounting standards limit the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets. 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,

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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. As required by U.S. GAAP, the Company will continue to assess the likelihood that the deferred tax assets will be realizable in the future, and the valuation allowance will be adjusted accordingly. 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):

20262025
Deferred tax asset
Property and equipment$670$748
Accrued expenses770346
Deferred revenue27,17126,852
Asset retirement obligations1616
Net operating loss carryforward52,62370,267
Operating lease liabilities1,3101,529
Charitable contributions carryforward33
Stock compensation expense5,6884,302
Total deferred tax asset88,251104,063
Deferred tax liability
Right of use assets(1,175)(1,345)
Indefinite-lived intangible assets(22,263)(19,046)
Total deferred tax liability(23,438)(20,391)
Total deferred tax assets and liabilities64,81383,672
Valuation allowance(71,136)(90,278)
Net deferred tax assets and liabilities$(6,323)$(6,606)

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The components of the income tax expense for the years ended March 31, 2026 and 2025 are as follows (in thousands):

20262025
Current:
Federal$2,192$—
State3,1621,567
Total current5,3541,567
Deferred:
Federal309621
State(592)(296)
Total deferred(283)325
Total income tax expense$5,071$1,892

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:

2026
Federal income taxes paid$2,405
State income taxes paid
Colorado186
Washington D.C.193
Illinois1,925
Minnesota638
Virginia202
Other jurisdictions(1)259
Total state income taxes paid3,403
Total income taxes paid (2)$5,808
  1. Other jurisdictions include income taxes paid during the year for states that do not meet the 5% disaggregation threshold.

  2. 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):

2026
Statutory federal tax$19,90921%
State income taxes, net of federal benefit (1)1,9552%
Change in valuation allowance - Federal(18,952)-20%
Nontaxable or nondeductible items
Incentive stock option expense301—%
Other permanent differences34—%
162M executive compensation limit92—%
Intangibles - FCC licenses1,8992%
Other adjustments(167)—%
Total income tax expense$5,0715%
  1. State taxes in Illinois made up greater than 50% of the tax effect in this category.

Page F- 26

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):

2025
Statutory federal tax$(1,991)21%
State income taxes, net of federal benefit952-10%
Incentive stock option expense(195)2%
Other permanent differences(61)1%
162M executive compensation limit5,001-53%
Change in valuation allowance - Federal(1,692)18%
Prior year adjustments(122)1%
Total income tax expense$1,892-20%
  1. Stock Compensation

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

Restricted Stock and Restricted Stock Units

A summary of non-vested restricted stock activity for the year ended March 31, 2026 is as follows:

RestrictedStockWeighted Average Grant Day Fair Value
Non-vested restricted stock outstanding at March 31, 2025269,799$41.47
Granted153,00126.45
Vested(175,016)41.99
Forfeited(52,132)38.21
Non-vested restricted stock outstanding at March 31, 2026195,652$30.12

The following table reflects activity related to the Company’s restricted stock for the years ended March 31, 2026 and 2025:

20262025
Weighted-average grant-date fair value per unit granted$26.45$34.30
Fair value of restricted stock units vested (in thousands)$7,348$9,951

Stock compensation expense related to restricted stock was approximately $4.6 million for the year ended March 31, 2026, which included $3.6 million in general and administrative expenses, $0.6 million in product development and the remainder of approximately $0.4 million included in sales and support reported on the Company’s Consolidated Statements of Operations. Stock compensation expense related to restricted stock was approximately $7.9 million for the year ended March 31, 2025, which included $7.5 million in general and administrative expenses, $0.2 million in product development and the remainder of approximately $0.2 million included in sales and support reported on the Company’s Consolidated Statements of Operations.

As of March 31, 2026 and 2025, there was $3.3 million and $6.0 million, respectively, of unrecognized compensation expense for the restricted stock, which is expected to be recognized over a weighted average period of 1.75 years and 1.26 years, respectively.

Performance-Based Restricted Stock Units

There wereno 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.

Page F- 27

Cumulative Spectrum Proceeds Monetized

On December 31, 2020, the Compensation Committee awarded performance-based restricted units to Mr. Schwartz as part of the then CEO succession plan. The performance-based restricted units were to vest on a determination date of June 24, 2024 (“Determination Date”), based on the Cumulative Spectrum Proceeds Monetized (“CSPM”) metric over afour-year measurement period commencing on June 24, 2020, with 15,025 units vesting if the minimum CSPM level is achieved,30,049 units vesting if the target CSPM metric is achieved and up to 60,098 vesting if the maximum CSPM metric is achieved. Due to the timing of the execution of the Oncor Agreement, the Company entered into an amendment agreement, effectively extending the Determination Date to June 27, 2024. The amendment resulted in 15,800 shares vesting based on the CSPM level achieved.

Chief Executive Officer Transition

In connection with Mr. Schwartz’s Transition Agreement,68,788 unvested time-based awards and 33,417 performance-based awards accelerated and vested on a pro-rated basis. Mr. Schwartz was also granted an option exercise period extension for each of his outstanding stock option awards equal to the lesser oftwo 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 for the year ended March 31, 2025.

Total Stockholder Return

The performance-based restricted units will vest upon continued service and achievement of certain stock price levels calculated using afour-year compound annual growth rate and based on the average closing bid price per share of the Company’s common stock measured over asixty-trading day period (“Stock Price Levels”). Shares will vest in a range of 25% to 350% of the 45,000 target reported units based on achieving specified Stock Price Levels. The vesting end measurement date is February 1, 2025, with earlier vesting determination dates upon a change in control of the Company, involuntary termination of the CEO or twelve months following the achievement of the maximum stock price level. The performance-based restricted units accelerated and vested on a pro-rated basis in connection with the CEO Transition noted above.

Performance-based restricted stock units modification

In October 2024, the Company awarded the newly appointed President and Chief Executive Officer 97,631 performance-based restricted stock units. In January 2025, the Board approved the replacement of the performance-based units with 191,326 time-based stock options. 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 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.

Stock Options

A summary of Stock Option activity for the year ended March 31, 2026 is as follows:

OptionsWeighted Average Exercise PriceWeighted Average Contractual TermAggregate Intrinsic Value
Options outstanding at March 31, 20251,665,765$38.31
Options granted488,11638.59
Options exercised(189,972)28.71
Options forfeited/expired/cancelled(319,703)39.18
Options outstanding at March 31, 20261,644,206$38.796.08$4,283,583
Exercisable at March 31, 2026885,696$43.273.76$1,749,508
Total vested or expected to vest at March 31, 20261,643,064$38.796.08$4,283,583

The intrinsic value of stock options exercised was approximately $0.9 million and $2.9 million for the years ended March 31, 2026 and 2025, respectively.

Page F- 28

The following assumptions were used to calculate the fair value of stock options:

Year EndedYear Ended
March 31, 2026March 31, 2025
Risk-free interest rate3.74% to 4.53%3.72% to 4.43%
Dividend yield—%—%
Volatility48.52% to 48.68%47.11% to 48.33%
Expected term5.42 years to 6.21 years5.79 years to 6.21 years
Forfeiture rate—% to 6%—% to 4%
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 $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. As of March 31, 2026 and 2025, there was approximately $5.8 million and $10.2 million, respectively, of unrecognized compensation cost related to non-vested stock options granted under the Company’s stock option plans which is expected to be recognized over a weighted-average period of 1.16 years and 2.51 years, respectively.

Performance-Based Stock Options

A summary of the Performance-Based Stock Options for the year ended March 31, 2026 is as follows:

Performance OptionsWeighted Average Exercise Price
Performance Options outstanding at March 31, 2025156,706$38.07
Performance Options granted——
Performance Options exercised——
Performance Options forfeited/expired/cancelled(125,975)38.66
Performance Options outstanding at March 31, 202630,731$35.66

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:

Risk-free interest rate3.83%
Dividend yield—%
Volatility48.42%
Expected term6.5 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. The performance-based stock options (the “Stock Price Award”) will vest based on the target average stock price achieved by the Company during anysixty-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 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.

Page F- 29

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

In October 2024, the Company awarded 213,487 performance-based stock options to various senior executive officers. In January 2025, the Board approved changes to the vesting conditions of these outstanding common stock option awards. The vesting criteria were modified from performance-based to time-based. 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 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.

Share Repurchase Program

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 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 years ended March 31, 2026 and 2025, the Company hadno excise tax expense.

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

For the years ended March 31,
20262025
Number of shares repurchased and retired43245
Average price paid per share*$22.94$33.71
Total cost to repurchase$990$8,398
  • Average price paid per share includes costs associated with the repurchases, excluding excise taxes associated with the share repurchases.

As of March 31, 2026, $226.7 million is remaining under the 2023 Share Repurchase Program.

  1. Supplemental Disclosure of Cash Flow Information

The following table summarizes the Company’s supplemental cash flow information:

For the years ended March 31,
(in thousands)20262025
Cash paid during the period:
Taxes paid, including excise tax$5,808$1,728
Operating leases paid$2,029$2,311
Non-cash investing activity:
Capitalized change in estimated asset retirement obligations$55$(107)
Network equipment provided in exchange for wireless licenses$—$190
Narrowband spectrum licenses received in connection with the LCRA Agreement$—$1,430
Derecognition of contingent liability related to sale of intangible assets$21,404$—
Rights of use asset for new leases$736$796
Rights of use asset for modifications and renewals$(35)$1,258
  1. Contingencies and Guaranty

Contingent Liabilities

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 DateTotal ConsiderationPayments ReceivedPayments remainingBroadband license(s) deliveredBroadband license(s) remaining
San Diego Gas & Electric (“SDG&E”) AgreementFebruary 2021$50.0 million$45.6 million (2)$3.1 million21
LCRA AgreementApril 2023$30.0 million$29.3 million$0.7 million644
LCRA Expansion AgreementJanuary 2025$13.5 million$6.0 million$6.5 million (3)—34
Oncor AgreementJune 2024$102.5 million (4)$100.6 million (4)$—95—
  1. 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. 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.

  2. Net of delivery delay adjustments.

  3. 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.

  4. 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:

20262025
Spectrum Sale AgreementsCurrentLong TermCurrentLong Term
SDG&E$1,000$—$1,000$—
LCRA Agreement1,220—1,09315,336
LCRA Expansion Agreement—6,000——
Oncor——6,000—
Total contingent liabilities (1)$2,220$6,000$8,093$15,336
  1. 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.

Guaranties

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 ineight states (the “Xcel Energy Agreement”). In connection with the Xcel Energy Agreement, the Company entered into a guaranty agreement, under which the Company guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory ineight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, the Company is required to refund payments it has received. In addition, to the extent the Company has performed any obligations, the Company’s liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. The Company recorded $76.0 million in deferred revenue in connection with the prepayments received as of March 31, 2026. The

Page F- 31

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 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. The Company records its portion of matching contributions within general and administrative expenses on the Company’s Consolidated Statement of Operations. The Company contributed $0.4 million and $0.5 million for the years ended March 31, 2026 and 2025, respectively.

Litigation

In addition to commitments and obligations in the ordinary course of business as reflected in the lease footnote above, the Company may be subject, from time to time, to various claims and pending and potential legal actions arising out of the normal conduct of its business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability.

The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. During the period presented, the Company has not recorded any accrual for loss contingencies associated with any claims or legal proceedings; determined that an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible loss is reasonably estimable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. 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.

  1. 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.

Page F- 32

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.