ATEX Anterix Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2024

Anterix Inc.

(Exact name of registrant as specified in its charter)

(973) 771-0300

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Schwartz President and Chief Executive Officer Transition

On October 8, 2024, Anterix Inc. (the “Company”) announced that Robert H. Schwartz is stepping down from his role as the Company’s President and Chief Executive Officer and will provide advisory services to the Board of Directors (the “Board”) to support a successful leadership transition through November 1, 2024 (the “CEO Transition”). During this period, Mr. Schwartz will continue to receive his current base salary and be eligible for any benefits he is currently entitled to receive as an executive of the Company. In connection with the CEO Transition, Mr. Schwartz will resign from his service on the Company’s Board.

The Company has negotiated a Transition and Separation Agreement with Mr. Schwartz (the “Transition Agreement”), which provides for the following benefits (collectively, the “Severance Benefits”) subject to the effectiveness and the terms and conditions of the Transition Agreement:

The foregoing Severance Benefits will be offered under the Transition Agreement in exchange for a release and waiver of claims and continued obligations related to the Company’s proprietary information. Further, pursuant to the Transition Agreement, for a period of 24 months following the Separation Date, Mr. Schwartz will agree to non-solicitation provisions relating to certain of the Company’s employees, the Company’s business and current or potential customers, and will agree to not invest, counsel, advise or otherwise be engaged or be employed by a competitor of the Company as defined in the Transition Agreement.

The foregoing description of the terms of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Transition Agreement, a copy of which will be filed with the Company’s Quarterly Report for the quarter ending December 31, 2024.

Lang President and Chief Executive Officer Appointment

Further, as part of the CEO Transition, the Board appointed Scott A. Lang, who has served as director since August 2024, as the Company’s President and Chief Executive Officer. The Board also designated Mr. Lang as the Company’s principal executive officer for purposes of the rules and regulations of the Securities and Exchange Commission. Due to his service as an executive of the Company, effective as of the date of his appointment, Mr. Lang will resign from serving on the Board’s Audit Committee and Nominating and Governance Committee. After his resignation, each of these two Board committees will continue to be comprised of at least three independent directors.

Biological information for Mr. Lang can be found on page 17 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 3, 2024 and is incorporated herein by reference.

In connection with his appointment, the Company has entered into an Offer of Employment Agreement with Mr. Lang, dated October 6, 2024 (the “Lang Agreement”). The Lang Agreement provides, among other things, that:

In connection with his appointment, Mr. Lang will enter into the Company’s standard proprietary information and inventions agreement. Mr. Lang is already a party to an indemnification agreement, which he signed upon his appointment to the Board.

Except as set forth above, there are no arrangements or understandings between Mr. Lang and any other persons pursuant to which he was named to these positions with the Company. There are no family relationships between Mr. Lang and any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Additionally, Mr. Lang does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the terms of the Lang Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lang Agreement, a copy of which will be filed with the Company’s Quarterly Report for the quarter ending December 31, 2024.

On October 8, 2024, the Company issued a press release in connection with the President and Chief Executive Officer transition. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.