Anterix Inc.

Previous wording

Anterix Inc. is the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico. Our mission is to transform how critical infrastructure stays connected. We are focused on commercializing our spectrum assets and expanding the advanced intelligent infrastructure solutions designed to enhance efficiency, strengthen resilience, and accelerate digital transformation to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.

Current wording

Anterix Inc. is the nation’s largest holder of licensed 900 MHz spectrum (896-901/935-940 MHz) with coverage spanning the contiguous United States, Hawaii, Alaska, and Puerto Rico. Our mission is to transform critical infrastructure connectivity, commercialize our spectrum assets and deliver advanced intelligent infrastructure solutions, including private broadband networks, tower access, and turnkey connectivity management, to utility and critical infrastructure enterprises seeking to enhance operational efficiency, strengthen grid resilience, and accelerate digital transformation.

Previous wording

A discussion and analysis of the primary factors contributing to our results of operations are presented below. The following tables summarize our results of operations and financial data for the three and nine months ended December 31, 2025 and 2024. The following data should be read in conjunction with our Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.

Current wording

A discussion and analysis of the primary factors contributing to our results of operations are presented below. The following tables summarize our results of operations and financial data for the three months ended June 30, 2026 and 2025. The following data should be read in conjunction with our Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.

Previous wording

Our net loss for the three months ended December 31, 2025 increased by approximately $14.3 million to $6.6 million from a net income of $7.7 million for the three months ended December 31, 2024. The increase in net loss was primarily due to the following:

Current wording

Our net income for the three months ended June 30, 2026 decreased by approximately $24.9 million to $0.2 million from a net income of $25.2 million for the three months ended June 30, 2025. The decrease in net income was primarily due to the following:

Previous wording

•General and administrative expenses decreased by $0.5 million, or -6%, to $8.7 million for the three months ended December 31, 2025 from $9.2 million for the three months ended December 31, 2024. The decrease primarily resulted from $0.3 million lower professional services, $0.2 million contract consulting fees, $0.1 million site related costs and $0.1 million headcount related costs, partially offset by $0.2 million higher stock compensation expense.

Current wording

•General and administrative expenses decreased by $0.8 million, or -8%, to $9.6 million for the three months ended June 30, 2026 from $10.4 million for the three months ended June 30, 2025. The decrease primarily resulted from $0.6 million lower stock compensation expense and $0.3 million headcount related costs, partially offset by $0.1 million higher travel and entertainment expense.

Previous wording

•Gain on exchange of intangible assets, net decreased by $19.9 million, or 96%, to $0.8 million for the three months ended December 31, 2025 from $20.8 million for the three months ended December 31, 2024. During the three months ended December 31, 2025, we exchanged our narrowband licenses for broadband licenses in 12 counties. In connection with the exchange, we recorded an accounting cost basis of $6.2 million for the new broadband licenses and disposed of $5.4 million related to the value ascribed to the narrowband licenses we relinquished to The Federal Communications Commission (the “FCC”) for those same 12 counties (including additional clearing cost for previously exchanged narrowband licenses). As a result, we recorded a $0.8 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the three months ended December 31, 2024, we exchanged our narrowband licenses for broadband licenses in 19 counties. In connection with the exchange, we recorded an estimated accounting cost basis of $23.7 million for the new broadband licenses and disposed of $3.0 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 19 counties (including additional clearing cost for previously exchanged narrowband licenses). As a result, we recorded a $20.8 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.

Current wording

•Gain on exchange of intangible assets, net decreased by $23.3 million, or -69%, to $10.7 million for the three months ended June 30, 2026 from $33.9 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, we exchanged our narrowband licenses for broadband licenses in 6 counties. In connection with the exchange, we recorded $13.5 million for the new broadband licenses and disposed of $2.9 million related to the value ascribed to the narrowband licenses we relinquished to The Federal Communications Commission’s (the “FCC”) for those same 6 counties. As a result, we recorded a $10.7 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the three months ended June 30, 2025, we exchanged our narrowband licenses for broadband licenses in 62 counties. In connection with the exchange, we recorded $40.6 million for the new broadband licenses and disposed of $6.7 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 62 counties. As a result, we recorded a $33.9 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.

Previous wording

•Gain on sale of intangible assets, net increased by $0.3 million, or 100%, to $0.3 million for the three months ended December 31, 2025 from zero for the three months ended December 31, 2024. During the three months ended December 31, 2025, we transferred to Lower Colorado River Authority (“LCRA”) 10 broadband licenses, and recorded a $0.3 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion on the sale of intangible assets. During the three months ended December 31, 2024, we did not transfer any broadband licenses.

Current wording

•Gain on sale of intangible assets, net decreased by $1.0 million, or 100%, to zero for the three months ended June 30, 2026 from $1.0 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, we did not transfer any broadband licenses. During the three months ended June 30, 2025, we transferred to Lower Colorado River Authority (“LCRA”) and Oncor Electric Delivery Company LLC (“Oncor”) 24 and three broadband licenses, respectively, and recorded a $1.0 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion on the sale of intangible assets.

Previous wording

•Interest income decreased by $0.6 million, or -32%, to $1.2 million for the nine months ended December 31, 2025 from $1.7 million for the nine months ended December 31, 2024. The decrease was primarily attributable to a lower average cash balance during the period and lower interest rates.

Current wording

•Interest income increased by $0.4 million, or 91%, to $0.8 million for the three months ended June 30, 2026 from $0.4 million for the three months ended June 30, 2025. The increase primarily attributable to a higher average cash balance during the period.

Previous wording

•Income tax benefit increased by $1.8 million, or 777%, to $2.1 million for the three months ended December 31, 2025 from income tax benefit of $0.2 million for the three months ended December 31, 2024. The increase primarily resulted from lower provisions of $1.4 million for state and $0.4 million for federal driven by lower gain on sales and exchanges of intangible assets.

Current wording

•Income tax expense increased by $2.6 million, or 117%, to $0.4 million for the three months ended June 30, 2026 from income tax benefit of $2.3 million for the three months ended June 30, 2025. The increase primarily resulted from higher provisions of $0.2 million for federal and $2.4 million for state driven by taxable income related to customer milestone payments.

Previous wording

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

Current wording

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

Previous wording

Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced payments. For spectrum lease agreements, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the term of the lease, which is typically 20 to 30 years. For spectrum sale agreements, we record advanced payments as a contingent liability on our Consolidated Balance Sheets and derecognize this liability upon closing of the sale along with recording a gain or loss on sale. In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for the difference in cost basis as we exchange narrowband licenses for broadband licenses. We expect net cash provided by (used in) operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities. The following represents our changes in net cash used in operating activities for the nine months ended December 31, 2025 and 2024.

Current wording

Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced, milestone or closing payments. For spectrum lease agreements and spectrum sale agreements entered into in the ordinary course of business, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the contractual term of up to 30 years for lease agreements or upon delivery of a broadband license associated with a sale agreement. For spectrum sale agreements entered into in the non-ordinary course of business, we recorded advanced payments as a contingent liability on our Consolidated Balance Sheets and will derecognize this liability upon closing of the sale along with recording a gain or loss on sale. In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for our exchange of narrowband licenses for broadband licenses. We expect net cash provided by (used in) operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities. The following represents our changes in net cash provided by (used in) operating activities for the three months ended June 30, 2026 and 2025.

Previous wording

Net cash used in operating activities was approximately $12.7 million for the nine months ended December 31, 2024. The net cash used in operating activities for the nine months ended December 31, 2024 was primarily due to the following:

Current wording

Net cash provided by operating activities was approximately $2.0 million for the three months ended June 30, 2026. The net cash provided by operating activities for the three months ended June 30, 2026 was primarily due to the following:

Previous wording

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

Current wording

•$0.2 million of net income, which includes $6.8 million of non-cash items primarily driven by the gain on exchange of intangible assets of $10.7 million. Refer to the Results of Operations;

Previous wording

•$3.8 million increase in deferred revenue due to $8.5 million cash proceeds from Ameren Corporation related to our 900 MHz Broadband Spectrum contract partially offset by $4.6 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

Current wording

•$13.7 million increase in deferred revenue due to $13.8 million cash proceeds from Ameren Corporation, $1.6 million cash proceeds from Texas-New Mexico Power Company (“TNMP”), $0.2 million cash proceeds from Benton County (“Benton PUD”) and $0.1 million cash proceeds from NorthWestern Energy (“NWE”) related to our 900 MHz Broadband Spectrum contracts partially offset by $2.0 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum.

Previous wording

Net cash used in operating activities was approximately $10.0 million for the nine months ended December 31, 2025. The net cash used in operating activities for the nine months ended December 31, 2025 was primarily due to the following:

Current wording

Net cash used in operating activities was approximately $3.1 million for the three months ended June 30, 2025. The net cash used in operating activities for the three months ended June 30, 2025 was primarily due to the following:

Previous wording

•$7.9 million increase in deferred revenue due to $4.9 million cash proceeds from Tampa Electric Company (“TECO”), $7.6 million cash proceeds from Xcel Energy related to our 900 MHz Broadband Spectrum contracts partially offset by $4.5 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

Current wording

•$3.5 million increase in deferred revenue due to $4.9 million cash proceeds from Tampa Electric Company (“TECO”) related to our 900 MHz Broadband Spectrum contract partially offset by $1.4 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

Previous wording

•$10.0 million increase in contingent liability related to the Oncor Agreement.

Current wording

•$1.1 million increase in contingent liability related to the Oncor Agreement.

Previous wording

Our principal outflow of cash used in investing activities is our purchases of intangible assets, including refundable deposits, retuning costs and swaps, which represent our spectrum clearing efforts as we work toward the conversion from narrowband to broadband spectrum. The purchases of intangible assets may be offset by current period cash proceeds from the sale of intangible assets, with a potential non-cash derecognition of the contingent liability for any proceeds received and recognized in operating activities in a prior period. Payments received in the current period are reflected as investing activities on the Consolidated Statements of Cash Flows upon the sale of intangible assets. We expect net cash provided by (used in) investing activities to be affected by the timing of our spectrum clearing efforts and the closing of our sale transactions and the related transfer of broadband licenses. The following represents our changes in net cash used in investing activities for the nine months ended December 31, 2025 and 2024.

Current wording

Our principal outflow of cash used in investing activities is our purchases of intangible assets, including refundable deposits, retuning costs and swaps, which represent our spectrum clearing efforts as we work toward the conversion from narrowband to broadband spectrum. The purchases of intangible assets may be offset by current period cash proceeds from the sale of intangible assets, with a potential non-cash derecognition of the contingent liability for any proceeds received and recognized in operating activities in a prior period. Payments received in the current period for closed sale agreements entered into in the non-ordinary course of business are reflected as investing activities in the Consolidated Statements of Cash Flows. We expect net cash provided by (used in) investing activities to be affected by the timing of our spectrum clearing efforts and the closing of our sale transactions and the related transfer of broadband licenses. The following represents our changes in net cash used in investing activities for the three months ended June 30, 2026 and 2025.

Previous wording

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

Current wording

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

Previous wording

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash used in financing activities for the nine months ended December 31, 2025 and 2024.

Current wording

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash provided by (used in) financing activities for the three months ended June 30, 2026 and 2025.

Previous wording

Net cash used in financing activities was $1.6 million and $6.3 million for the nine months ended December 31, 2025 and 2024, respectively. For the nine months ended December 31, 2025, net cash used in financing activities was primarily for the repurchase of common stock of $1.0 million, payments of withholding tax on net issuance of restricted stock of $0.7 million, partially offset by the proceeds from stock option exercises of $0.2 million. For the nine months ended December 31, 2024, net cash used in financing activities was primarily for the repurchase of common stock of $6.4 million, payments of withholding tax on net issuance of restricted stock of $1.8 million, partially offset by the proceeds from stock option exercises of $2.0 million.

Current wording

Net cash provided by (used in) financing activities was $20.0 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively. For the three months ended June 30, 2026, net cash provided by financing activities was primarily from the proceeds from stock option exercises of $20.3 million, partially offset by the payments of withholding tax on net issuance of restricted stock of $0.3 million. For the three months ended June 30, 2025, net cash used in financing activities was primarily from the payments of withholding tax on net issuance of restricted stock of $0.6 million.

Previous wording

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from January 14, 2026 to November 30, 2032. Total estimated payments for these lease agreements are approximately $5.4 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”). Total estimated payments as a result of the ARO is approximately $0.1 million. In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration. As of December 31, 2025, our total estimated future payments for these agreements with incumbents are approximately $43.6 million.

Current wording

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from April 30, 2028 through June 30, 2030, which includes a three to ten-year lease extension for our corporate offices. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from July 08, 2026 to May 31, 2033. Total estimated payments for these lease agreements are approximately $4.9 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). In addition to the lease payments and for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration. As of June 30, 2026, our total estimated future payments for these agreements with incumbents are approximately $39.0 million.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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 nine months ended December 31, 2025, we had no excise tax expense. For the nine months ended December 31, 2024, excise tax expense was approximately $23 thousand.

Current wording

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 three months ended June 30, 2026 and 2025, we did not incur any excise tax expense.