NASDAQ: ELWT

● We have a strong reputation for execution, customer satisfaction and top-notch support from our current business and our management team’s association with Elauwit Networks, LLC, which was acquired by Boingo for total consideration of approximately $28.6 million in August 2018.

● Our resident experience focused service offering helps our property owner customers differentiate their communities through our high-speed, instant-on, internet access approach paired with customer support developed to deliver timely, holistic support.

● We have a highly repeatable and efficient network installation process, where we install fiber or switched ethernet to each unit in a multifamily property. Once our network is installed, we achieve 100% penetration of our network to the units.

● Once our network is installed, we have the opportunity to collect high margin, recurring revenue streams with ongoing service packages. If we are able to appropriately scale our business, we believe we could achieve up to 70% and 75% of gross margin in our Managed Services and Network-as-a-Service lines of business, respectively.

● We view the fragmented competitive landscape as ripe for consolidation. We have identified over 40 competitors as potential acquisition opportunities we plan to explore.

Company Overview

We design, install, operate, and maintain new fiber optic and WiFi networks throughout each contracted property. Once installed, property owners begin selling Internet connectivity over Elauwit’s network directly to their residents at monthly prices and terms of their choosing. Elauwit, in turn, provides all resident activation, onboarding, customer support, and all network monitoring and

maintenance services in exchange for a fixed monthly fee based on the number of units in the property times a monthly per-unit wholesale price. Our contracts with property owners generally have five to eight-year terms.

By implementing Elauwit’s network and services, multifamily property owners:

● Bring the latest fiber-based Internet connectivity and WiFi services to their entire property, which has become an important factor in a property’s appeal to current and potential residents,

● Provide residents with directly connected upload and download speeds of 1 gigabit per second (“Gbps”) as generally measured by the industry, plus both in-unit and all-property WiFi connectivity averaging between 200 and 500 megabits per second (“Mbps”) as generally measured by the industry, plus 24/7 customer service and support provided by Elauwit,

● Increase their per-unit contribution to net operating income by the difference between the monthly retail rate they charge to residents and Elauwit’s monthly wholesale fee to them, and

● Reduce duplicative operating expenses by moving over technology assets and services to Elauwit.

According to the NMHC there are approximately 23 million apartment units in the U.S. Elauwit’s target market is properties with over 100 units, which the NMHC has estimated consists of approximately 12.1 million units.

We believe that virtually all of these larger properties are prospects for our services given the importance of high-speed Internet access to renters nationwide. This importance is highlighted by the NMHC’s recent resident survey, which found that at least 85% of respondents - in every income bracket from less than $25,000 per year to more than $200,000 per year - were either interested in, or would not rent without, high-speed Internet services.

As of December 31, 2025, we have 34,067 combined units in service and contracted (pending installation) across 122 commercial real estate properties in 27 states. We have grown rapidly, with nearly 11,000 of these units coming online or contracting over the past year, resulting in 154% topline revenue growth in 2025.

Company History

Our senior management team previously founded Elauwit Networks, LLC (“Elauwit 1.0”) in 2008, offering Managed Services principally to owners and developers of student housing complexes.

Between 2008 and 2018, Elauwit 1.0 achieved the following:

● Managed over 250 properties across 43 states,

● Provided support to over 150,000 users, and

● Achieved 93% positive customer satisfaction scores, with calls answered by humans and 84% one-call resolution.

In August of 2018, Elauwit 1.0 was acquired by Boingo for total consideration of approximately $28.6 million in connection with Boingo’s entrance into the multifamily property type and contributed approximately $28.0 million to Boingo’s total revenue for the year ended December 31, 2018, with approximately 50% being high-margin recurring revenue. Elauwit 1.0’s gross margin on recurring revenue was in excess of 80%.

Elauwit Connection, Inc. (“Elauwit 2.0”) was founded in December 2019 as a result of the entrepreneurial spirit of the company’s founders, paired with their intense focus on the resident experience. Elauwit 2.0 grew due to its reputation as a committed partner for real estate owners and its dedication to execution and top-notch support.

In September 2024, Elauwit 2.0 entered into an Agreement and Plan of Merger with DeltaMax, Inc. (“DeltaMax”), an entity created to support and effectuate Elauwit 2.0’s go-public strategy. Upon Elauwit 2.0 merging into DeltaMax, the latter changed its name to Elauwit Connection, Inc. Prior to the merger, DeltaMax had no operations or personnel. No changes to Elauwit 2.0’s pre-merger operations or personnel occurred as a result of the merger. Throughout this Form 10-K, “Elauwit,” the “Company,” “we,” “us,” “our,” or similar references refers to the entity resulting from the merger with DeltaMax.

Business Model

Our business model consists of providing high-speed, instant-on, internet access services wholesale to commercial real estate property owners, predominately focused on conventional multifamily developments of 100 units and more. We strive to provide our property owner customers with an additional revenue stream, a superior technical solution, and an excellent resident experience. We offer both Managed Services and Network-as-a-Service solutions to customers.

Through our Managed Services solution, we enter into network service agreements, pursuant to which customers fund all network design and installation costs, with which we receive a gross margin on design and network installation costs. We then operate the network on our customers’ behalf under a long-term service agreement for a monthly fee, which includes 24/7 network monitoring, network maintenance, resident support, and bandwidth to each property. Under our network services agreements, if a customer terminates the contract without cause, the customer will pay a termination fee equal to (i) any one-time termination fees we incur through termination of service provider contracts (without markup) at the property, provided that the customer may, in its sole discretion, elect to take assignment of such service provider contracts rather than paying the one-time non-terminable fees, in which case we will immediately assign the contracts to the customer, plus (ii) 25% of remaining service fees owed to us during the initial term.

Through our Network-as-a-Service solution, we enter into internet services agreements, pursuant to which we fund and maintain ownership of the installed network, operating for a monthly fee under a long-term service agreement that incorporates our investment in the property. Similar to our Managed Services solution, we also provide 24/7 network monitoring, network maintenance, resident support, and bandwidth to each property. Our goal is to build high margin, recurring revenue. The chart below illustrates the economics we estimate will be recognized through our Network-as-a-Service solution, based on a 450-unit community located in Fort Wayne, Indiana:

(1) Reflects project IRR before impact of third-party financing.

(2) Reflects assumed 6.5% capitalization rate.

(3) Reflects gross profit to the Company – does not include the impact of third-party financing.

From a property owner’s perspective, our Managed Services and Network-as-a-Service solutions first provide an additional revenue stream through the difference in the fee it pays to Elauwit for the services provided and the price charged to tenants, which can result in increased net operating income generated by the property owner. Second, our networks serve as the technology backbone for the entire property, critical for property technology (“PropTech”) deployment success. Third, our intense focus on the resident experience helps property owners differentiate their properties. Unlike traditional internet service providers that may be known for poor customer support, we aggressively manage support call wait times, first touch resolution metrics, and timeliness of dispatched technicians when in-person support is needed. Altogether, this contributes to the high-end amenity feel of the critical utility that is internet access.

The table below illustrates the economics to us and our customers for each of our solutions based on a hypothetical 250-unit property:

Managed Service

Elauwit Financial Benefit

Network-as-a-Service

$250,000

Design & Network Install Revenue

$18,750

One-Time(1)

One-Time

$67,500

Elauwit Managed Service Fee

$135,000

Per-Year

Per-Year

$42,500

Estimated Elauwit Incremental Gross Profit

$105,000

Per-Year

Per-Year

N/A

Capital Expenditure Outlay

$250,000

One-Time

N/A

Est. Average Internal Rate of Return (IRR) %(4)

~35.0%

Per-Year

60.0%

Estimated Elauwit Incremental Gross Margin

75.0%

Per-Year

Per-Year

Managed Service

Property Owner Financial Benefit

Network-as-a-Service

$255,000

Retail Revenue to Property Owner

$255,000

Per-Year

Per-Year

$187,500

Estimated Property Owner NOI Increase(2)

$120,000

Per-Year

Per-Year

45.0%

Estimated Internal Rate of Return (IRR) %(4)

N/A

Per-Year

$3,125,000

Estimated Property Value Increase(3)

$2,000,000

Per-Property

Per-Property

(1) We expect to recognize one-time gross margin contribution of $62,500 on design and network installation for our Managed Services solution.

(2) Represents an estimate of the increase in net operating income (total revenue minus operating expenses other than interest and tax expense) a property owner would realize based on management’s experience with past customers. We estimate the NOI improvement for property owners could be up to 200 to 300 basis points.

(3) Represents the estimated property value increase for customers resulting from the applicable service provided assuming a capitalization rate of 6%.

(4) Internal rate of return (IRR) % is unlevered.

Market Trends

We believe the multifamily property sector in the United States is increasingly transitioning from a long reliance on legacy common carriers offering direct Internet subscriptions to their residents to property owners deploying new fiber and WiFi networks in their properties and selling Internet services directly to their residents via Managed Services providers like Elauwit.

We believe this is especially true in the new construction market. We believe a very large majority of the larger multifamily developments are now routinely constructed using the services of a Managed Services provider like Elauwit to design, install, and manage a built-in private fiber and WiFi network from which property owners sell residential Internet access services from day one. In addition, our own experience suggests that conversions of existing properties to privately managed networks can be accelerated via the type of conversion-focused solutions we bring to the market.

The sustained rise of remote work, online education, and smart home technologies are the fundamental drivers of these accelerating trends, and lead inexorably to the fact that high-speed, high-quality Internet access is now seen as being an absolute requirement for virtually every apartment resident in the U.S.

Our Market Opportunity

Through our own market research using the CoStar database and others, we have identified, by company and contact details, approximately 2,950 property companies owning approximately 11.5 million units across approximately 40,800 US properties that we believe represent our target market. All of these companies have multifamily and/or student housing portfolios of 500 units or more according to the CoStar data.

We further estimate that these 11.5 million units are likely spending over $8 billion annually on Internet access service, using the US nationwide average of approximately $70 per month per household spent on Internet access.

Based on our industry knowledge, customer discovery, and marketing efforts with multifamily property companies over the last several years, we believe virtually all of these owners, properties, and units are addressable by us and available to take our services over the next five to seven years.

We believe we have a well-balanced mix of internal and strategic vendor resources and key proprietary network design and installation processes that can scale across multiple, simultaneous projects. We plan to continue to leverage our longstanding relationships with property owners to expand our business.

Pipeline

Since relaunching in 2022, we have seen the pipeline for our services develop rapidly. The market for our services is large and growing as property owners seek technology enhancements to entice tenants and increase net operating income. We define our pipeline as opportunities that we estimate can begin generating revenue for us within the next 24 months, based on management’s estimates and experience in this industry. We have one pipeline, which contains both Managed Service and Network-as-a-Service opportunities. We will not always know which product offering will move forward for a given opportunity until closer to contracting. As specific opportunities are generated from our Network-as-a-Service offering, these are and will be tracked in our total pipeline.

An opportunity is first added to our pipeline when one of our representatives has an introductory call about the opportunity with a third party. We refer to these as early-stage opportunities. The second stage of our pipeline consists of what we consider “near-term” opportunities, when (i) a design has been requested for a project; (ii) a design proposal has been delivered for a project; (iii) the project is being negotiated between the project ownership group or its subcontractors and us; or (iv) the project has been verbally awarded to us and we are finalizing a written contract for the project. After a contract for a project is signed, the project is no longer in our pipeline and is instead considered part of our backlog.

As of March 20, 2026, our total pipeline tops 120,600 units, representing approximately $120 million of potential network construction revenue and an estimated $26 million in annual recurring revenue, if we were able to successfully complete all of these opportunities. Within our pipeline we continue to deepen relationships with existing customers, as well as drive new logo acquisition, the latter now representing approximately two thirds of our pipeline. Furthermore, the portfolio holdings of ownership groups represented in our pipeline totals over 2.3 million units, providing us with meaningful expansion opportunity.

We do not have any contracts with customers for opportunities in our pipeline, and there can be no assurance that we could achieve any or all of these opportunities. We are a relatively new business with limited long-term win-loss data on project submissions and do not have a reasonable estimated win rate for projects in the early stage of our pipeline. However, based on our historical experience and management’s estimates and experience in this industry, we estimate our win rate on second-stage pipeline projects in which we respond to an RFP for a new customer or new property ownership group is approximately 25%. We estimate our win rate on RFPs with existing customers or direct sales to property ownership groups with whom we have an existing relationship is higher than 25%. Because many of our projects are subject to the timeline of new construction, which is outside of our control, we cannot predict an exact timeline for generating revenue for each opportunity in our pipeline; however, based on our historical experience we would expect to begin to generate revenue for most opportunities in the second stage of our pipeline within the next 18 months. Pipeline opportunities could be prevented from converting into sales if we are not able to remain competitive in developing our proposals or executing on our backlog, if there is a slowdown in new construction for multifamily projects, if we are unable to access adequate capital to deploy for Network-as-a-Service buildouts or to develop our direct sales and marketing team, if our potential customers prefer a business model other than what we offer, or if our proposed service is viewed unfavorably compared to our competitors.

Strong Fundamental Demand from Residents

New data from the 2024 NMHC and Grace Hill Renter Preferences Survey Report shows that Internet connectivity shapes renters’ leasing decisions and living experience.

Since 2013, the NMHC and Grace Hill Renter Preferences Survey Report has offered a comprehensive exploration of contemporary renter sentiments and the priorities shaping the rental housing landscape. Over time, the biennial report has provided the multifamily industry with some important benchmarks about the features, amenities and services that renters not only value but view as critical to their experience at a property. The ranking of these features and amenities can serve as a guidepost for housing providers when designing new communities and renovating existing communities, both in terms of what they must include and what they could perhaps do without.

One of the most apparent takeaways when we look back at the historical data is how important features and amenities related to Internet connectivity continue to be to renters. Amongst the many criteria prospective residents consider when choosing their apartment homes, connectivity remains a major consideration. Residents expect ease of access and consistency when it comes to Internet access, and as the majority will not rent without this ease and consistency, these features and amenities fall in the “must-include” category for most housing providers.

Presented here is the connectivity data from the 2024 version of the survey, which includes responses from more than 172,000 renters nationwide. Beyond looking at topline figures, we also conducted additional analysis including historical survey responses to uncover demographic trends related to the battery of questions asked surrounding connectivity.

High-Speed Internet and Reliable Cell Reception Top Renters’ Overall Wish Lists

Out of more than 80 features and amenities covered in the survey, high-speed internet and reliable cell reception have consistently ranked as top apartment features and community amenities for renters across the numerous iterations of the survey.

For 2024, 90% of respondents were either interested or would not rent without high-speed internet—making that the third highest ranking apartment feature this year after air conditioning and in-unit washer/dryer.

While residents rely on internet connectivity for a variety of communication and entertainment purposes, the rise of remote work has also underscored the importance of connectivity. Of all respondents in the survey, 52% said they work remotely some or all of the time, and of those who do, 70% either work remotely every day or several days a week.

While many work from their apartments, shared workspaces in community common spaces are also becoming a prominent amenity for today’s renter. And unsurprisingly, always-on and secure WiFi in those shared workspaces is critical. Of those respondents who said they would be interested in using a shared workspace on a remote workday, 92% said free WiFi was very important or absolutely essential.

Residents Expect High Quality Connectivity from Move-In

Convenience and ease of access are also important to residents. The share of respondents either interested in or would not rent without community-wide WiFi increased from 54% in 2022 to 59% of respondents in 2024. Interest increased for every income bracket, with the largest increases coming from the lowest and the higher income brackets—from 58% to 65% for those with household incomes over $200,000 per year and from 56% to 62% for those making less than $25,000 per year.

Roughly two-thirds (67%) of respondents reported interest in pre-installed WiFi, up from 62% two years prior. The greatest interest came from those over 65 years of age, 77% of whom reported being interested or not willing to rent without pre-installed WiFi.

Forty-six percent of respondents said they had checked their mobile connection while touring rental homes. Separately, 47% considered it somewhat or very important to connect to a property’s WiFi while touring rental homes or community spaces.

Forty-eight percent of all respondents say a connectivity certification like a WiredScore or ROVR Score would positively influence their decision to lease a rental home, offering them some independent assurance of the quality of connectivity.

Eighty-seven percent of respondents think it either very important or absolutely essential to have internet service available immediately on move-in. For those who worked remotely at least some of the time, 61% thought it absolutely essential to have immediate access. Age was another key determinant, with 56% of those between 25 and 34, 58% of those between 35 and 44, and 57% of those between 45 and 54 reporting it was absolutely essential to have immediate access to Internet service.

Renters Show Increasing Interest in Managed WiFi Amid Growing Demand for Seamless Connectivity

When taken together, results from the survey indicate that renters increasingly expect a seamless connectivity experience both within their individual unit as well as throughout their apartment community.

This expectation can be effectively met by managed WiFi—a system where residents are connected to the same secure internet system both in their unit and throughout the community—as well as providing immediate access to internet upon move-in, a feature renters overwhelmingly expressed was important to them.

Our Service Offerings

Elauwit’s business model centers on installing and managing carrier-grade fiber networks under long-term contracts with property owners. Through these arrangements, property owners transition from traditional providers to Elauwit’s advanced systems at lease-end dates. Elauwit’s infrastructure delivers superior internet services, which property owners monetize by billing tenants at retail rates, earning a spread over Elauwit’s wholesale fees. This arrangement drives recurring revenue for Elauwit while enhancing the value of the properties it serves.

We have two primary business models, Managed Services and Network-as-a-Service. Key revenue streams for each model include:

● For our Managed Services model, where the property owner purchases the network and engages Elauwit to onboard, operate, and maintain the network:

o One time Design, Engineering, Equipment, and Installation Revenue,

o Monthly Service Fees based on the total number of units in the property, generally for a contract term of five years, which are routinely renewed, and

o Change-Order Revenue for landlord-directed network moves, adds, and changes.

● For our Network-as-a-Service model, where we fund and own the installed network on the property:

o Design Fees: One-time fees for designing and engineering the network.

o Monthly Service Fees based on the total number of units in the property, which is higher than our Managed Services model given that we have funded the network, and generally for a contract term of seven to eight years which we believe will have the same routine renewal aspect that our Managed Services contracts have exhibited.

Service Delivery

Elauwit contracts for the installation and delivery of a 10 Gbps carrier-grade, symmetric fiber circuit to each property, generally selecting from among several alternative carriers in the property’s area. Additionally, Elauwit offers the option to add a back-up fiber circuit on a unique path for redundancy. We are increasingly finding property owners valuing this option out of focus on the resident experience.

We then deploy WiFi-6 access points throughout the premises, including all individual units and common areas. This network architecture provides both wired and WiFi access in each unit and property offices, and seamless internet access for residents, property staff, and smart building systems via the property-wide WiFi network. Key features include:

● Generally, 1 Gbps symmetrical wired connectivity in each unit, and generally up to 500 Mbps WiFi connectivity in each unit.

● The WiFi network is partitioned such that each resident gets their own bandwidth, password, and security as if it was a physically dedicated network for each resident, with their own passwords and security.

● We provide 24/7 Tier 1 customer support for both residents and property staff via our multi-year relationship with a well-known international Business Process Outsourcing (“BPO”) that prides itself on creativity and flexibility. Their work in this regard has allowed us to enable this frontline support team with more tools than a typical internet service provider (“ISP”), increasing our one-call resolution capabilities.

● We have in-house Tier 2 and 3 engineering personnel which handles advanced troubleshooting and issue resolution responsibilities.

● Finally, we balance onsite maintenance and support via in-house technicians in markets where we have density of deployed service and third-party field service resources everywhere else.

Customers

Elauwit has built robust relationships with a variety of property ownership and development groups. Relationships span from merchant builders, such as Hanover Company, to long-term holders, such as Elme Communities. In between are a number of ownership groups active in new construction with a long-term hold investment approach, such as JBG Smith and Thompson Thrift. The benefit of such diverse relationships is a steady stream of both new construction and retrofit network build projects.

Each property Elauwit serves represents a unique customer, as each property is held in a distinct legal entity. As of December 31, 2025, Elauwit had 122 customers, compared to 83 customers as of December 31, 2024. However, some customers are controlled by

common ownership groups. As of December 31, 2025, no single ownership group controlled more than 15% of customers served by Elauwit. Furthermore, six ownership groups controlled five or more customers served by Elauwit, representing 57 total customers. As of December 31, 2024, five ownership groups controlled five or more customers served by Elauwit, representing 42 total customers.

Our revenue and customer concentration are driven by network construction activities. At a given time, our revenue could be concentrated among one or multiple ownership groups, primarily due to the recognition of network construction revenue, which comprises a significant portion of our expected revenue on a project. Following the construction of a network, the recurring revenue we recognize over the remaining term of a contract does not comprise a material portion of our revenue. As a result, our revenue and customer concentration may fluctuate from time to time based on the frequency of our network construction activities.

Geographically, these relationships have taken Elauwit across the continental U.S. Certain markets have been more active for Elauwit’s business, primarily the Southeast, Florida, Texas, and greater DC metro markets as these markets have experienced population growth in recent years. As of December 31, 2025, we have provided services in 27 states.

Employees

As of December 31, 2025, we had 34 total employees, of which 33 were full-time employees.

Strategy and Target Market

Elauwit’s growth strategy is two-fold:

1. Organic Growth: Increasing our Managed Services and Network-as-a-Service units under management by accelerating both our new-build contract wins and our portfolio-level contract wins in our target market, and

2. Opportunistically Executing Accretive Acquisitions: There have been several mergers and acquisitions among Managed Services providers in the last two years. The supply of acquisition candidates has to date come primarily from smaller companies seeking to scale up by joining together under the umbrella of a Private Equity firm. We believe this trend will continue because there are significant synergies to be gained at scale, and there is a corresponding lack of investment capital to allow smaller companies to compete on their own. We maintain an active dialog with potential acquisition companies and their PE firm sponsors, where applicable, operating in our sector.

Our organic growth target market is the 2,950 US companies we have identified with existing property and in-development portfolios of 500 units or more which, taken together, represent over 50% of the total apartment units in the US, over 90% of the new-build market, and over 95% of the units in complexes of 100 units or more overall. Our target customer base is relatively fragmented as well: no single company owns more than 1% of the total units, while the middle 1/3rd (approximately 1,000 companies) owns approximately 40% of all units. Companies in that middle 1/3rd have property portfolios ranging between 2,500 and 10,000 units.

New-Build Property Market

Our target customers for our Managed Services business – which is generally the most popular business model for new-build properties - are the developers and owners building 350,000 units’ worth of new multifamily properties per year in the US. Virtually all larger new property developments in the U.S. provide publicly available information very early in their development cycle and are tracked in CoStar and other databases with a very high level of detail.

Based on our experience, we believe a large majority of new development projects in the U.S. with 100 units or more now mandate a Managed Services approach for their residential Internet services. We also believe that a majority of these projects source Managed Services providers via a competitive RFP process to start, and– increasingly, directly from a trusted provider they have worked with previously.

We selectively enter RFP processes where we believe:

● our experience, quality, and service reputation will make us competitive,

● we believe our standard pricing and terms will be competitive, and where

● the developer is an existing client or a potential long-term, multi-property client.

We believe our win rate in these competitive processes is in the top three of all Managed Services providers we compete against regularly.

Based on our experience in Elauwit 1.0 and now with our additional cumulative successes winning RFP processes and building quality systems, we are increasing the number of new-build clients in our portfolio for whom we have become a preferred or sole supplier for all their new-build projects, thus winning Managed Services projects “automatically” versus via RFPs.

Existing Property Market

We created our Network-as-a-Service business model specifically for the existing property market where we believe its features are especially appealing.

Large multifamily and student housing properties in the US have historically been very precisely financed with a variety of restrictive debt and equity layers, incentives, and management structures, which taken together do not easily permit the allocation of the new capital required to install a new Internet access and WiFi network.

Our Network-as-a-Service offering, where we provide all of the capital to engineer, purchase, and install the property’s new network, overcomes this barrier.

Our primary sales strategy to date for the existing property market has been executive-level networking, outreach, and hands-on selling directly to owners and C-level decision makers of our target property companies. We believe this strategy has and will continue to be successful because:

1. Based on our experience, the buying decision for our type of service is made by owners and/or a small group of C-level executives in the company.

2. Favorable word-of-mouth and positive referrals from existing customers have been shown to be key decision-making factors both in our sector as well as in many other categories of products and services catering to the multifamily property market.

3. We believe building confidence and trust in our abilities is a critical factor in our customers’ purchase decision, and we further believe this is best done via our own executive leadership.

4. Our long and successful track record in the industry has given our executive leadership positive relationships with many influential owners and C-level executives in the sector, and thus favorable referrals and networking opportunities into their peers at our other prospect companies.

5. Concentrating our sales efforts on portfolio companies rather than the property-by-property approach taken by many of our competitors allows us to grow our business at much lower cost and in much larger increments for each successful sale.

Competitive Landscape

1. Direct Competitors

Elauwit faces competition from both incumbent ISPs which are generally the legacy common carriers in each local and other Managed Services ISPs similar to Elauwit.

o Incumbent ISPs such as Comcast, AT&T, and Spectrum typically provide services directly to the residents of multifamily properties with little or no involvement of the property owner. Their service offerings are generally dependent upon the type, age, and condition of their connecting network adjacent to the property and thus can vary widely. In addition, carriers such as these have historically negative customer service performance and reputations.

o Managed Services ISPs, including companies similar in size and scope to Elauwit (Pavlov Media, Single Digits, WhiteSky, and Aerwave for example) offer similar value propositions as ours but may lack Elauwit’s portfolio-level services offerings, nationwide execution capability, our customer satisfaction record, or our extensive experience in the industry. We most often see these types of competitors when pursuing new-build opportunities as virtually all of these

projects now mandate a Managed Services approach, and a majority of new construction developers initially source their Managed Services partner via a competitive RFP process.

2. Substitutes

While Elauwit’s solutions are specialized, property owners and tenants may consider substitutes such as:

o Direct-to-Tenant ISP Contracts: Tenants individually contract with ISPs, but this model often results in inconsistent service quality for residents, a lost potential income stream for the property owner, and limited property owner control over infrastructure.

o Mobile Internet Providers: Mobile carriers offering high-speed 5G services (e.g., Verizon, T-Mobile) could serve as an alternative, particularly for residents seeking portable connectivity solutions. However, mobile services are generally less cost-effective for property-wide implementations and lack our reputation for top-notch support.

o Do-It-Yourself Networks: Some property owners may attempt to design and manage their own networks. These efforts often fall short due to lack of experience and the technical complexity and high costs involved.

3. Potential New Entrants

The high-growth nature of this market is attracting interest from new players, particularly in the following categories:

o Real Estate Technology Firms: Companies expanding from property management software into connectivity solutions as part of an integrated PropTech ecosystem. While these companies may be strong players in the PropTech ecosystem, they do not have Elauwit’s experience or expertise in delivering the infrastructure necessary for our target customers.

o Global ISPs: International players may look to enter the U.S. market, targeting multifamily housing as a growth segment.

Competitive Strengths

1. Portfolio-Level Service Offerings: We have created a set of contractual features and service offerings that are especially tailored to multi-property ownership groups. Based on our experience to date, we believe these types of features are generally not available from or promoted by our competitors. Among these features are our Network-as-a-Service offering, which is especially designed for owners of existing properties whose financial structuring makes it difficult or unattractive to for them to provide the up-front network capital. Based on our experience to date, we believe a large majority of existing properties within multi-property ownership groups fall into this category.

2. Proven Expertise: Our managements’ experience in Elauwit 1.0 which grew to over 250 properties and 150,000 users served has given us a deep understanding of the market, a high-quality reputation, and extensive contacts within the property ownership community.

3. Scalable Model and National Footprint: Although multifamily properties differ in size, shape, and geography, we have designed our services offerings such that they can be delivered and supported in the continental U.S., and for virtually any property type with 100 or more units within a typical footprint and configuration. We believe this all-U.S. capability gives us an extra advantage with metaproperty owners who operate in more than one U.S. region.

4. Design and Technology: We work with landlords to maximize the long-term value of their property by installing the optimum current technologies given their budgets, but also by using easily upgradeable technologies that will adapt gracefully to both increased demand and new applications.

5. Resident Satisfaction: Based upon our knowledge and belief, we consistently achieve higher resident satisfaction ratings than our competitors, in part because new residents do not have to schedule and wait for an installation appointment.

6. Management Team: Our Executive Chairman, Chief Executive Officer, and President are all recognized industry pioneers and leaders, with each having now served with Elauwit 1.0 and Elauwit 2.0 with a combined 70 years of experience.

7. Strong Industry Reputation: Elauwit 1.0 grew through its reputation for execution and top-notch support. While traditional ISPs are notorious for poor customer service, Elauwit has prided itself on its resident experience focus. We aim to raise the bar

on what a multifamily resident should expect from their ISP – shorter hold times (our average answer time is 34 seconds), more nimble support (four support channels across talk, text, email, and chat), and faster issue resolution (on average, greater than 80% of our 2,300 monthly ticket volume is solved with the first touch).

8. Customer Relationships: Strong, long-term relationships with property owners and developers that have proven essential for securing contracts.

Intellectual Property

Our intellectual property portfolio is limited to the exclusive right to use the tradename “Elauwit” and the service marks, domain names and goodwill associated therewith, which are owned by Mr. McDonough, our Executive Chairman.

Regulatory Compliance

Currently, management is not aware of any direct or proposed FCC regulation of its business, however, the potential for change is always present. Proposals from the FCC in recent years, such as its ‘anti-bulk’ proposal, illustrate the potential for change, but have not come to fruition due in large part to the negative consumer impact. If an ‘anti-bulk’ proposal were approved, property owners of multifamily housing properties would not be able to enter into bulk billing agreements with network service providers for a property.

At the state and local level, management is not aware of any direct regulation of its business model, but is aware of two instances of regulatory action applicable to its customer, the property owner, in the states of Colorado and Massachusetts that would impact its standard operating model. In Colorado, for third-party services, property owners can only charge a markup or fee in an amount that does not exceed 2% of the amount that the property owner was billed by the third-party or a fee in an amount that does not exceed $10 per month, whichever is greater. If we were to expand to areas with this type of regulation, our revenue could be negatively impacted.

Available Information

We make available free of charge on our website, www.investors.elauwit.com, all materials that we file electronically with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing such materials with, or furnishing them to, the SEC. We have not incorporated by reference into this Form 10-K the information included, or that can be accessed through, our website and you should not consider it to be part of this Form 10-K. The SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information statements and other information that we file electronically with the SEC.