CONX Corp. Pivots to Real Estate, Spectrum Tech with Key 2024 Acquisitions

TL;DR

**CONX Corp. is no longer a blank check, it's now a real estate and spectrum play backed by Ergen's empire, making it a speculative but intriguing long-term hold.**

AI Summary

CONX Corp., a diversified operating company, reported significant strategic shifts in 2024, acquiring a commercial real estate property for $26.75 million on May 1, 2024, which now serves as the corporate headquarters of DISH Wireless. This property is leased back to a subsidiary of EchoStar under a triple-net lease, generating a predictable revenue stream starting at $228,500 per month. On November 12, 2024, CONX Corp. invested $43.5 million to purchase 1,551,355 shares of EchoStar's Class A common stock at $28.04 per share. Further diversifying, on December 5, 2024, CONX Corp. acquired a majority equity interest in Red Technologies SAS for EUR 18.6 million, entering the spectrum-sharing technologies market with offerings in Citizens Broadband Radio Service (CBRS) and Television White Space (TVWS). The company also secured $200 million in financing on May 1, 2024, through the issuance of convertible preferred stock to the Ranch Legacy Trust, a trust for Mr. Ergen's family, at $11.50 per share, bolstering its liquidity for these strategic initiatives.

Why It Matters

CONX Corp.'s strategic pivot in 2024, driven by Chairman Charles W. Ergen, signals a significant shift from its blank check origins to a diversified operating company. The acquisition of the DISH Wireless headquarters provides a stable, long-term revenue stream for investors through a triple-net lease with EchoStar, while the Red Technologies acquisition positions CONX in the growing spectrum-sharing market, competing with established telecom players. This diversification could offer more resilient returns for investors, but also introduces new operational complexities and regulatory risks in the telecommunications sector. Employees at Red Technologies gain a new majority owner with deep ties to the telecom industry, potentially impacting future growth and resource allocation.

Risk Assessment

Risk Level: medium — The risk level is medium due to CONX Corp.'s recent acquisitions and reliance on related parties. The company's primary real estate revenue stream is from a triple-net lease with a subsidiary of EchoStar, guaranteed by DISH, both entities where Charles W. Ergen holds significant control, creating potential conflict of interest risks. Furthermore, the new Technology & Telecommunications segment, through Red Technologies, operates in a highly regulated environment with significant government oversight by bodies like the FCC and ISED, exposing CONX to regulatory changes and compliance risks that could materially affect its business.

Analyst Insight

Investors should closely monitor CONX Corp.'s integration of Red Technologies and its performance in the spectrum-sharing market, as this represents a new, higher-growth segment. Evaluate the long-term stability of the real estate lease with DISH/EchoStar, considering the related-party nature, and assess how the company manages regulatory risks in its telecommunications operations.

Financial Highlights

debt To Equity

N/A

revenue

$2,742,000

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $26.75 million — Purchase price of commercial real estate property (Acquired on May 1, 2024, serving as DISH Wireless headquarters.)
• $228,500 — Monthly base rent from real estate property (Initial monthly base rent under the triple-net lease, escalating annually at 2%.)
• $43.5 million — Aggregate purchase price for EchoStar Class A common stock (Used to purchase 1,551,355 shares of EchoStar Class A common stock on November 12, 2024.)
• $28.04 — Purchase price per share of EchoStar Class A common stock (Price paid by CONX Corp. for EchoStar shares.)
• EUR 18.6 million — Purchase price for majority equity interest in Red Technologies SAS (Acquired on December 5, 2024, marking entry into spectrum-sharing technologies.)
• $200 million — Aggregate purchase price of convertible preferred stock (Issued to the Ranch Legacy Trust on May 1, 2024, for financing.)
• $11.50 — Per share price of convertible preferred stock (Price at which 17,391,300 shares of convertible preferred stock were issued.)
• 18,928,585 — Shares of Class A common stock outstanding (As of November 28, 2025.)
• 86.8% — Beneficial ownership of EchoStar's total voting power by Charles W. Ergen (As of July 31, 2025, highlighting related-party influence.)
• 99.3% — Beneficial ownership of CONX Corp.'s total voting power by nXgen Opportunities, LLC (As of November 28, 2025, controlled by Charles W. Ergen.)

Key Players & Entities

• CONX Corp. (company) — registrant
• Charles W. Ergen (person) — Chairman, Director, Founder of CONX Corp., Chairman, President, CEO of EchoStar and DISH Network
• EchoStar Corporation (company) — seller of real estate and Class A common stock to CONX Corp.
• DISH Network Corporation (company) — guarantor of CONX Corp.'s real estate lease agreement
• Red Technologies SAS (company) — indirect majority-owned subsidiary of CONX Corp. specializing in spectrum-sharing technologies
• Jason Kiser (person) — Chief Executive Officer of CONX Corp.
• Federal Communications Commission (regulator) — regulates Red Technologies' operations in the United States
• Ranch Legacy Trust (company) — purchaser of $200 million in convertible preferred stock from CONX Corp.
• DISH Wireless (company) — occupant of CONX Corp.'s commercial real estate property
• nXgen Opportunities, LLC (company) — beneficially owns approximately 99.3% of CONX Corp.'s total voting power

FAQ

Risk Factors

• Dependence on Related Parties [high — financial]: CONX Corp. has significant transactions and ownership structures involving Charles W. Ergen, EchoStar, and DISH Network. The company's reliance on a triple-net lease with EchoStar for its real estate segment and investments in EchoStar stock creates financial interdependencies and potential conflicts of interest.
• Competition in Spectrum Sharing [medium — market]: The acquisition of Red Technologies SAS positions CONX Corp. in the spectrum-sharing market (CBRS and TVWS). This is a competitive and evolving market, and the company faces risks associated with technological advancements, regulatory changes, and competition from established players.
• Financing and Convertible Preferred Stock [medium — financial]: CONX Corp. raised $200 million through convertible preferred stock issued to the Ranch Legacy Trust, a trust for Mr. Ergen's family. The terms of this financing, including conversion rights and potential dilution, pose financial risks.
• Integration of Acquisitions [medium — operational]: The company has made significant strategic acquisitions in 2024, including real estate, EchoStar stock, and Red Technologies SAS. The success of these investments depends on effective integration and management, with risks of operational challenges and failure to achieve expected synergies.
• Spectrum Licensing and Regulations [medium — regulatory]: Operating in the spectrum-sharing technologies market involves navigating complex regulatory frameworks for CBRS and TVWS. Changes in FCC regulations or international spectrum policies could materially impact Red Technologies SAS's business and CONX Corp.'s investments.

Industry Context

CONX Corp. operates in two distinct sectors: infrastructure and real estate, and technology and telecommunications, specifically spectrum sharing. The real estate segment benefits from a stable, long-term lease with DISH Wireless. The technology segment, through Red Technologies SAS, enters the competitive and rapidly evolving market for spectrum-sharing technologies like CBRS and TVWS, driven by increasing demand for wireless connectivity and efficient spectrum utilization.

Regulatory Implications

The company's involvement in spectrum-sharing technologies exposes it to regulatory risks from the FCC and other bodies governing spectrum allocation and usage. Changes in regulations for CBRS and TVWS could impact the business model and profitability of Red Technologies SAS. Furthermore, the significant related-party transactions and ownership structures may attract scrutiny.

What Investors Should Do

1. Monitor integration and performance of Red Technologies SAS.
2. Analyze the terms and potential impact of the convertible preferred stock financing.
3. Evaluate the ongoing relationship and financial interdependencies with EchoStar and DISH.
4. Assess the long-term value creation from the real estate asset.

Key Dates

• 2024-05-01: Acquisition of Commercial Real Estate Property — Acquired the property for $26.75 million, which now serves as DISH Wireless headquarters, establishing a predictable revenue stream through a triple-net lease.
• 2024-05-01: Issuance of Convertible Preferred Stock — Secured $200 million in financing from Ranch Legacy Trust at $11.50 per share, providing liquidity for strategic initiatives.
• 2024-11-12: Investment in EchoStar Class A Common Stock — Purchased 1,551,355 shares of EchoStar Class A common stock for $43.5 million at $28.04 per share, increasing strategic alignment and investment in EchoStar.
• 2024-12-05: Acquisition of Red Technologies SAS — Acquired a majority equity interest for EUR 18.6 million, marking entry into the spectrum-sharing technologies market (CBRS and TVWS).
• 2025-07-31: Beneficial Ownership of EchoStar — Charles W. Ergen beneficially owned approximately 86.8% of EchoStar's total voting power, highlighting significant related-party influence.
• 2025-11-28: Beneficial Ownership of CONX Corp. — nXgen Opportunities, LLC, controlled by Charles W. Ergen, beneficially owned approximately 99.3% of CONX Corp.'s total voting power, indicating strong control.

Glossary

Triple-net lease

A lease agreement where the tenant is responsible for all property expenses, including real estate taxes, building insurance, and maintenance, in addition to rent. (This lease structure with EchoStar provides CONX Corp. with a predictable and stable revenue stream for its real estate segment.)

Citizens Broadband Radio Service (CBRS)

A band of radio spectrum in the United States (3.55-3.7 GHz) available for shared use by commercial wireless services, federal users, and others. (CONX Corp.'s acquisition of Red Technologies SAS positions it to participate in this growing market for wireless connectivity solutions.)

Television White Space (TVWS)

The unused television broadcast frequencies that can be repurposed for wireless broadband services. (This technology is part of Red Technologies SAS's offerings, allowing CONX Corp. to enter the spectrum-sharing market.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (CONX Corp. issued this type of stock to raise $200 million, which carries potential dilution implications for common stockholders.)

Blank Check Company

A company with no commercial operations that is formed to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (CONX Corp. was originally incorporated as a blank check company in 2020, indicating its evolution into a diversified operating company.)

Société par actions simplifiée (SAS)

A flexible form of French business entity that combines elements of corporations and partnerships. (Red Technologies SAS, CONX Corp.'s subsidiary in the spectrum-sharing market, is structured as an SAS.)

Year-Over-Year Comparison

CONX Corp. has undergone significant transformation since its last filing. The company has shifted from a blank check entity to a diversified operator with substantial new investments. Key changes include the acquisition of a commercial real estate property generating lease income, a strategic investment in EchoStar, and entry into the spectrum-sharing market via Red Technologies SAS. These moves were financed by a $200 million convertible preferred stock issuance. Consequently, the company's asset base, revenue streams (now including real estate rental income), and strategic focus have fundamentally changed, making direct year-over-year comparisons of many financial metrics challenging without prior period data for these new operations.

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share, were issued and outstanding.
• $26.75 m — he "Property"), for a purchase price of $26.75 million, pursuant to the terms of the pur
• $0.01 — oStar's Class A common stock, par value $0.01 per share, at a purchase price of $28.0
• $28.04 — $0.01 per share, at a purchase price of $28.04 per share. We purchased 1,551,355 share
• $43.5 million — ares for an aggregate purchase price of $43.5 million. We paid for the purchase price with ca
• $200 m — gregate purchase price of approximately $200 million, or $11.50 per share. We used a p
• $11.50 — price of approximately $200 million, or $11.50 per share. We used a portion of the pro
• $228,500 — g the first year of the initial term of $228,500 per month, which will escalate annually

Filing Documents

• conxu-20241231x10k.htm (10-K) — 1767KB
• conxu-20241231xex19d1.htm (EX-19.1) — 56KB
• conxu-20241231xex21d1.htm (EX-21.1) — 8KB
• conxu-20241231xex31d1.htm (EX-31.1) — 13KB
• conxu-20241231xex32d1.htm (EX-32.1) — 5KB
• 0001104659-25-116870.txt ( ) — 8690KB
• conxu-20241231.xsd (EX-101.SCH) — 72KB
• conxu-20241231_cal.xml (EX-101.CAL) — 82KB
• conxu-20241231_def.xml (EX-101.DEF) — 271KB
• conxu-20241231_lab.xml (EX-101.LAB) — 589KB
• conxu-20241231_pre.xml (EX-101.PRE) — 473KB
• conxu-20241231x10k_htm.xml (XML) — 1368KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 21 Item 1C. Cybersecurity 21 Item 2.

Properties

Properties 22 Item 3.

Legal Proceedings

Legal Proceedings 22 Item 4. Mine Safety Disclosures 22 PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. [Reserved] 22 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 29 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29 Item 9A.

Controls and Procedures

Controls and Procedures 29 Item 9B. Other Information 30 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 30 PART III . Item 10. Directors, Executive Officers and Corporate Governance 31 Item 11

Executive Compensation

Executive Compensation 36 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 38 Item 13. Certain Relationships and Related Transactions, and Director Independence 40 Item 14. Principal Accounting Fees and Services 42 PART IV Item 15. Exhibits and Financial Statement Schedules 42 Item 16. Form 10-K Summary 43

Signatures

Signatures -i- Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Some of the statements contained in this annual report may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about: our financial performance and ability to generate profits from our operations; our ability to successfully integrate new and recently acquired companies; our success in retaining or recruiting, or changes required in, our officers, key employees or directors; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business; our potential ability to obtain additional financing in the future; the lack of a liquid market for our securities; or our securities' future liquidity and trading. The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developmen

Business

Item 1. Business Unless the context otherwise requires, the "Company", "CONX", "we", "our", "us" and similar terms refer to CONX Corporation, a Nevada corporation. Overview We were incorporated in the State of Nevada as a blank check company on August 26, 2020. Today, we are a diversified operating company seeking opportunities to power the next generation of innovators in communications and connectivity. Our mission is to partner with emerging companies with quality management and strong and differentiated business models with the ability to scale. Our Chairman, Director and Founder, Charles W. Ergen, is Chairman, President, Chief Executive Officer and co-founder of EchoStar Corporation ("EchoStar") and DISH Network Corporation ("DISH") and beneficially owned approximately 86.8% of the total voting power of EchoStar's outstanding shares as of July 31, 2025. Mr. Ergen, through nXgen Opportunities, LLC ("nXgen"), also beneficially owns approximately 99.3% of the total voting power of the Company's outstanding shares as of November 28, 2025. Our Chief Executive Officer, Jason Kiser served as Treasurer of DISH from 2008 to 2023, and has been employed by entities owned or controlled by Mr. Ergen for over 35 years. We are engaged principally in two lines of business: Technology & Telecommunications : This line of business includes our spectrum-sharing technologies and services business, which we operate through our indirect majority-owned subsidiary, Red Technologies SAS, a socit par actions simplifie organized under the laws of France ("RED Technologies"); and Infrastructure & Real Estate : This line of business includes the operation of our commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless. Strategy We seek to maximize stockholder value through: Organic Growth : Our focus is to maximize the value of our assets and operations by employing effective management strategies, including through our tripl

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