What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-20 · 85 added, 119 removed, 258 unchanged (44% of the section changed)

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For more information, please visit www.shentel.com.

Acquisition of Horizon Acquisition Parent LLC

On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, and the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”).

Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor, which is one of the Sellers (the “Selling Shareholder”);

and (ii) paying $347 million which consisted of cash consideration to the other Sellers and certain third parties, including Horizon’s existing lenders to discharge debt, and payments for working capital adjustments and reimbursement of capital expenditures incurred by the Sellers, subject to post-closing adjustments.

The Selling Shareholder agreed to an investor rights agreement with the Company, pursuant to which, as long as the Selling Shareholder beneficially owns at least 5.0% of Shentel’s outstanding Common Stock, the Selling Shareholder has the right to nominate a director to Shentel’s Board and is subject to certain standstill provisions and voting covenants.

The Selling Shareholder is also subject to a one year lockup period for the shares of Common Stock received.

Prior to the acquisition, Horizon was a leading commercial fiber provider in Ohio and adjacent states, serving national wireless providers, carriers, enterprises, and government, education and healthcare customers.

Based in Chillicothe, Ohio, Horizon was founded in 1895 as the incumbent local exchange carrier in Ross County, Ohio and rapidly expanded its fiber network over the past 14 years.

Most recently, Horizon pursued a strategy of investing in fiber to the home (“FTTH”) in tier 3 & 4 markets in Ohio.

The description of the Company’s business set forth below reflects the operations of the Company after the completion of the Horizon Transaction.

Sale of Shentel’s Tower Portfolio

On March 29, 2024, Shenandoah Mobile, LLC, a wholly-owned subsidiary of Shenandoah Telecommunications Company, completed the initial closing of its previously disclosed sale of substantially all of Shentel’s tower portfolio and operations (“Tower Portfolio”) to Vertical Bridge Holdco, LLC for $309.9 million (the “Tower Transaction”).

The Company received $305.8 million, net of certain transaction costs at the time of the initial closing.

At the initial close, the Company conveyed sites representing approximately 99.5% of the tower portfolio value.

The Company expects to convey certain remaining tower sites to Vertical Bridge by the end of March 2025 that will represent 99.9% of the tower portfolio value.

The Tower Transaction was completed pursuant to the terms of a Purchase and Sale Agreement, dated February 29, 2024, as amended by Amendment No.

1 to the Purchase and Sale Agreement, dated March 29, 2024.

The Tower Portfolio represented substantially all of the assets and operations in Shentel’s previously reported Tower Reporting Segment and the Tower Transaction represented a strategic shift in the Company’s business.

Consequently, the Tower Portfolio has been reclassified as a discontinued operation.

For all periods presented, the assets and liabilities that transferred in the Tower Transaction (the “disposal group”) are presented as held for sale in our consolidated balance sheets, and operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our consolidated statements of operations and consolidated statements of cash flows.

Description of Business

Shentel provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana via fiber optics under the brand name of Glo Fiber and hybrid fiber coaxial cable under the brand name of Shentel.

Shentel also leases dark fiber and provides Ethernet and

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wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area under the brand name of Glo Fiber Business.

Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio.

These integrated networks are connected by approximately 16,800 route miles of fiber.

Shentel provides broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial (“HFC”) cable networks.

We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area.

Shentel’s Broadband business also provides voice and digital subscriber line (“DSL”) services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio.

The Company served approximately 262,000 Revenue Generating Units (“RGUs”) at December 31, 2025.

New Entities formed to support securitized financing

During 2025, Shentel formed Shentel Guarantor LLC, Shentel Issuer LLC (“Shentel Issuer”), Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Entities"”, each a bankruptcy-remote subsidiary of the Company.

The ABS Entities were formed as part of a securitization transaction, pursuant to which certain of the Company’s fiber network assets and related customer contracts, primarily in Virginia, Ohio, Pennsylvania, Indiana, Maryland and West Virginia, were contributed to Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Asset Entities”).

The cash flow from these contributed assets are used to service the obligations under Shentel's “ABS Notes”, as defined in the following paragraph.

On December 5, 2025 (the “Closing”), Shentel Issuer, in relation to the securitization transaction referenced above, closed its inaugural offering of $567.4 million aggregate principal amount of secured fiber network revenue term notes, consisting of $489.1 million 5.64% Series 2025-1, Class A-2 term notes (“Class A-2 Notes”) and $78.3 million 6.03% Series 2025-1, Class B term notes (“Class B Notes”), each with an anticipated repayment date in December 2030.

As part of the securitization financing transaction, Shentel Issuer also entered into a revolving $175.0 million variable funding note facility (the “VFN”) due December 2029 with a group of financial institutions.

VFN advances will be subject to certain pro-forma leverage and debt service coverage ratios as defined in the agreements governing the VFN (the “ABS Indenture”).

As part of the same ABS Indenture and fiber network assets and related customer contracts that govern and secure the ABS Notes, Shentel Issuer entered into a $25 million delay draw Liquidity Funding Note facility (the “LFN”, together with the Class A-2 Notes, Class B notes, and the VFN, the “ABS Notes”) with Bank of America.

Concurrently, Shentel Broadband Operations LLC (“Shentel Broadband”), a wholly-owned indirect subsidiary of the Company, entered into a new $175.0 million Revolving Credit Facility (the “RCF”) due December 2030 with a group of financial institutions.

The RCF is secured by the cash flows and substantially all of the assets and equity interests of the Company’s subsidiaries excluding the ABS Entities.

Shentel and its non ABS Entities have no recourse of the loans of the ABS Entities.

Likewise, the ABS Entities have no recourse of the loans of Shentel Broadband.

Shentel used the proceeds from the issuance of the ABS Notes and the RCF to repay the outstanding principal on the Company’s existing debt.

Refer to Note 10, Debt to the Company’s 2025 consolidated financial statements for more information.

As the incumbent broadband provider passing approximately 252,000 homes and businesses, we compete against incumbent local telephone companies that provide digital subscriber line (“DSL”) internet and voice services over hybrid fiber and copper-based networks as well as broadband overbuilder providers that offer data, voice, and video services over hybrid coaxial cable or fiber optic networks.

Approximately 28% of our incumbent broadband passings compete with a wireline broadband competitor, including 23% of our incumbent cable passings and 100% of our FTTH passings in our Ohio incumbent telephone market.

Approximately 30% of our incumbent broadband passings compete with a wireline broadband competitor.

In addition, we compete with fixed wireless broadband services and indirectly with wireless substitution as the bandwidth speeds from wireless providers have increased with 5th generation network technology upgrades.

Our Glo Fiber FTTH service passes approximately 346,000 homes and businesses and competes against the incumbent local telephone companies’ DSL, internet and voice services via hybrid fiber and copper-based networks and the incumbent cable companies’ broadband, video and voice services utilizing hybrid fiber-coaxial cable networks.

Our Glo Fiber Fiber-To-The-Home (“FTTH”) service passes approximately 427,000 homes and businesses and competes against the incumbent cable companies’ broadband, video and voice services utilizing hybrid fiber-coaxial cable networks and the incumbent local telephone companies.

Approximately 88% of the Glo Fiber passings compete with incumbent telephone company’s DSL internet and voice services via hybrid fiber and copper-based networks and approximately 12% of the Glo Fiber passings compete with the incumbent telephone company’s FTTH networks.

Competition is also intense and growing in the market for video services.

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If this trend continues, mergers, acquisitions and strategic alliances with large wireless carriers could also increase the level of competition we face.

Our operations are subject to regulation by the Federal Communications Commission (“FCC”), the Virginia State Corporation Commission (“VSCC”), the West Virginia Public Service Commission, the Maryland Public Service Commission, the Pennsylvania Public Utility Commission, the Kentucky Public Service Commission, the Ohio Public Utilities Commission, the Delaware Public Service Commission and other federal, state, and local governmental agencies.

Shentel’s operations are subject to regulation by the Federal Communications Commission ("FCC"), state utility commissions, and other federal, state, and local governmental agencies across the Company’s footprint.

The laws governing these agencies, and the regulations and policies that they administer, are subject to constant review and revision, and some of these changes could have material impacts on our revenues and expenses.

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The FCC originally classified broadband internet access services, such as those we offer, as an information service, which by law exempts the service from traditional common carrier communications laws and regulations.

In 2015, the FCC determined that broadband Internet access services, such as those we offer, were a form of telecommunications service under the Communications Act of 1934, as amended (the “Communications Act”), and, on that basis, imposed rules (commonly referred to as “Net Neutrality” rules) banning service providers from blocking access to lawful content, restricting data rates for downloading lawful content, prohibiting the attachment of non-harmful devices, giving special transmission priority to affiliates

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and offering third parties the ability to pay for priority routing.

In 2015, the FCC determined that broadband internet access services, such as those we offer, were a form of telecommunications service under the Communications Act of 1934, as amended (the “Communications Act”), and, on that basis, imposed rules (commonly referred to as “Net Neutrality” rules) banning service providers from blocking access to lawful content, restricting data rates for downloading lawful content, prohibiting the attachment of non-harmful devices, giving special transmission priority to affiliates and offering third parties the ability to pay for priority routing.

The Net Neutrality rules also imposed a transparency requirement, i.e., an obligation to disclose all material terms and conditions of our service to consumers.

The Net Neutrality rules have been a matter of debate and have been revoked and reinstated throughout the years since their inception.

In the first half of 2024, Net Neutrality rules were officially reinstated following a FCC vote to define internet service providers as a telecommunication service.

This decision was challenged in court, resulting in a temporary injunction against the application of Net Neutrality rules.

The United States Court of Appeals for the Sixth Circuit issued its final decision in January 2025, ruling that classifying internet service providers as a telecommunication service was inconsistent with the Telecommunications Act of 1996 effectively banning the FCC from enforcing Net Neutrality rules.

Several states have proposed or adopted state obligations replacing the Internet access (“Net Neutrality” type) obligations that the FCC removed, and we expect that additional states will consider the imposition of new regulations on Internet services like those that we offer.

Other state laws and regulations may be adopted in the future, and have been proposed in states in which we operate, but will likely be subject to legal challenges.

California enacted legislation which has been challenged in court, and we cannot predict how any other state legislation and court challenges will be resolved.

Various governmental jurisdictions are also considering additional regulations in these and other areas, such as privacy, pricing, service and product quality, imposition of local franchise fees on Internet-related revenue and taxation.

The adoption of new Internet regulations or the adaptation of existing laws to the Internet, including potential liability for the infringing activities of Internet subscribers, could adversely affect our business.

Moreover, irrespective of these cases, and as demonstrated by the FCC’s changing approach with Net Neutrality rules over time, it is possible that the FCC might further revise its approach to broadband Internet access in the future, or that Congress might enact legislation affecting the rules applicable to the service.

The legality of Net Neutrality rules have been disputed since the FCC’s 2015 determination, and in 2025, the U.S.

Supreme Court ruled that the FCC does not have the authority to impose Net Neutrality rules.

Consequently, broadband internet access services are currently classified as an information service.

As the internet has matured, it has become the subject of increasing regulatory interest.

Congress and Federal regulators have adopted a wide range of measures directly or potentially affecting Internet use.

The adoption of new Internet regulations or policies could adversely affect our business.

Congress and Federal regulators have adopted a wide range of measures that either directly or indirectly impacted internet use and the adoption of new internet regulations or policies could adversely affect our business.

Federal and state governments have launched numerous programs to provide subsidies for the construction of high-speed broadband facilities to homes that do not have access to broadband service (currently defined by the FCC) including federal funding from the American Rescue Plan Act, the Coronavirus Aid, Relief, and Economic Security Act and the FCC’s Rural Digital Opportunities Fund, and state programs such as the Virginia Telecommunications Initiative (“VATI”), Maryland Network Infrastructure Grant Program and West Virginia Broadband Development Fund.

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We prevailed as a winning bidder in the auction for certain areas with a grant of $0.9 million to serve approximately 900 unserved homes.

The Company began fulfilling its obligation during 2023 and expects to complete that process by the end of 2025.

The Company began fulfilling its obligation during 2023 and will complete its obligation before 2028.

In March 2021, Congress passed the American Rescue Plan Act to subsidize the deployment of high-speed broadband internet access in unserved areas.

We have been awarded approximately $122.8 million in grants to serve approximately 26,900 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio.

The grants will be paid to the Company as certain milestones are completed.

The Company began fulfilling its obligation in 2023 and expects to complete the majority of its obligations under these programs by the end of 2026.

The grants are paid to the Company as certain milestones are completed.

The Company substantially completed its Virginia obligations in 2025 with approximately 20,000 previously unserved homes now with broadband service and expects to complete the majority of its obligations in Maryland, West Virginia and Ohio by the end of 2026.

In November 2021, Congress passed the Infrastructure Investment and Jobs Act (“IIJA”) that will provide an additional $42.5 billion for the Broadband Equity, Access, and Deployment (“BEAD”) Program to fund broadband construction and adoption programs that prioritize the expansion of high-speed broadband to unserved homes across the country.

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Congress and the FCC from time to time have considered imposing packaging and consumer protection restrictions on cable operators.

We cannot predict

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whether or when any such new marketing restrictions may be imposed on us or what effect they would have on our ability to provide cable service.

In May 2021, the FCC introduced the temporary Emergency Broadband Benefit (“EBB”) program to help qualifying disadvantaged households pay for Internet service.

The EBB program provided a subsidy of up to $50 per month toward Internet service to the service provider for most eligible low-income households that elect the benefit and demonstrate their qualification.

Congress extended this benefit through the new Affordable Connectivity Program (“ACP”) that in 2022 replaced EBB with a $30 subsidy for service provided to most of the same consumers.

The ACP ended in 2024.

As a result of the ACP’s cessation, the Company’s eligible subscribers may not be able to afford broadband service, which could reduce our revenues.

We cannot predict whether or when any such new marketing restrictions may be imposed on us or what effect they would have on our ability to provide cable service.

Must-Carry/Retransmission Consent.

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The FCC pole attachment rules also do not govern government or cooperatively owned utilities.

States, however, are free to

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regulate such utilities and some do.

States, however, are free to regulate such utilities and some do.

Of the states in which Shentel operates, Virginia, Kentucky, Ohio and Delaware currently regulate cooperatively owned pole attachments.

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For example, the FCC is currently considering a proposal to expand the CPNI breach reporting obligations for VoIP and telecommunications providers.

As a result of the FCC’s December 2017 decision, discussed above, to reclassify broadband Internet access service as an “information service,” the FTC has the authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information.

The FTC has the authority to enforce against unfair or deceptive acts and practices, to protect the privacy of internet service customers, including our use and disclosure of certain customer information.

Many states and local authorities have considered legislative or other actions that would impose additional restrictions on our ability to collect, use and disclose certain information.

In 2020, Virginia enacted a new consumer privacy law.

Companies were required to come into compliance by January 2023.

The Virginia privacy law imposes requirements on companies, like Shentel, regarding the handling of consumer data, including a requirement to conduct data protection impact assessments;

obtain opt-in consent from consumers to use sensitive personal information;

and allow consumers to access, delete, correct and port their data, among other things.

Shentel’s operations continue to be in compliance with the law as of December 31, 2024.

We believe that Shentel’s operations continue to be in compliance with all state and local laws.

We expect federal and state efforts to regulate online privacy, data security and cybersecurity to continue in 2026.

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We cannot predict if or when additional changes will be made to the current FCC accessibility rules, or whether and how such changes will affect us.

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Voice over Internet Protocol “VoIP” Services .

We provide voice communications services over our cable and fiber networks utilizing interconnected VoIP technology and service arrangements.

Although similar to telephone service in some ways, our VoIP service arrangement utilizes different technology and is subject to many of the same rules and regulations applicable to traditional telephone service.

Although similar to telephone service in some ways, our VoIP service arrangement utilizes different technology.

VoIP is subject to many of the same rules and regulations applicable to traditional telephone service.

Regulatory changes are being considered that could impact our VoIP service.

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The Chillicothe Telephone Company (“Chillicothe Telephone”) is a RLEC serving Ross County, Ohio.

Shenandoah Telephone’s rates for local exchange service, intrastate toll service and intrastate access charges are subject to the review and approval of the VSCC.

Shenandoah Telephone’s rates for local exchange service, intrastate toll service and intrastate access charges are subject to the review and approval of the Virginia State Corporation

Commission (“VSCC”).

The VSCC also oversees implementation of certain provisions of the federal and state telecommunications laws, including interconnection requirements, promotion of competition, and consumer protection standards.

The VSCC also regulates certain rates, service areas, service standards, accounting methods, affiliated transactions and certain other financial transactions.

In addition, the VSCC regulates certain rates, service areas, service standards, accounting methods, affiliated transactions and certain other financial transactions.

Further, Shenandoah Telephone is subject to certain obligations as the carrier of last resort in its service area, which has the effect of imposing greater operational costs and potential regulatory risks.

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We cannot predict whether, when and to what extent such refunds may be due.

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Universal Service Fund (“USF”).

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Constitution.

That opinion is now on appeal to the U.S.

Supreme Court which is expected to render a decision in the current term.

On June 27, 2025, the U.S.

Supreme Court reversed the Fifth Circuit ruling, thus upholding the FCC’s authority to tax and administer the USF.

The Company is not able to predict if or when additional changes will be made to the USF, or whether and how such changes would affect the extent of our total federal universal service assessments, the amounts we receive, or our ability to recover costs associated with the USF.

On January 14, 2024 the company informed the FCC of the fact that Shenandoah Telephone Company did not meet its final Connect America Fund (“CAF”) broadband loop support (“BLS”) buildout milestone obligations as of a December 31, 2023 deadline and requested an extension, which was granted.

Over the course of 2024, the company accelerated its final buildout efforts, and as of July 15, 2024 the company informed the FCC that it satisfied its obligations to deploy 25/3 Mbps service to the remaining unserved locations, thereby satisfying its obligations under the program.

Although Shenandoah Telephone Company satisfied its obligations within a twelve month grace period granted by the FCC, the company could face increased regulatory scrutiny or penalties in the future.

If USAC were required to account for the USF program in accordance with generally accepted accounting principles for federal agencies under the Anti-Deficiency Act (the “ADA”), it could cause delays in USF payments to fund recipients and significantly increase the amount of USF contribution payments charged to wireline and wireless consumers.

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Congress has from time to time considered adopting a longer term exemption for the USAC from the ADA, but we cannot predict whether any such exemption will be adopted or the effect it may have on the Company.

Under current FCC regulations, any eligible telecommunications carrier (“ETC”) which offers broadband service, on its own or through an affiliate, must also offer Lifeline-supported broadband service.

Due to this requirement, our Company began offering Lifeline-supported broadband in areas where it operates as an ETC.

In 2017, the FCC released a Lifeline order that clarifies these regulations and proposed reforms aimed at improving program integrity.

As a result of our Company providing Lifeline-supported services, we are subject to increased reporting and recordkeeping requirements, and could be subject to increased regulatory oversight, investigations or audits.

The FCC, USAC and other authorities have conducted, and in the future are expected to continue to conduct, more extensive audits of USF support recipients, as well as other heightened oversight activities.

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We are subject to FCC rules that require telecommunications carriers to make emergency 911 services available to their subscribers, including enhanced 911 services that convey the caller’s telephone number and detailed location information to emergency responders.

As a 911 service provider that serves a public safety answering point (a “PSAP”) or other local emergency responder, we must take reasonable measures to ensure 911 circuit diversity, availability of backup power at central offices that directly serve PSAPs, and diversity of network monitoring links.

central offices that directly serve PSAPs, and diversity of network monitoring links.

Further, as a service provider offering multiline telephone system solutions to business and enterprise customers we must take certain additional actions to ensure emergency responders can properly respond to 911 calls, such as the delivery of specific location information and notices.

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Our long distance rates are not subject to FCC regulation, but we are required to offer long distance service through a subsidiary other than Shenandoah Telephone, to disclose our long distance rates on a website, to maintain geographically averaged rates, to pay contributions to the USF and make other mandatory payments based on our long-distance revenues, and to comply with other filing and regulatory requirements, including enhanced recordkeeping and quarterly reporting obligations and being subject to greater oversight.

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Regulation of Our Other Services

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Human Capital Management

As of December 31, 2024, the Company employed 1,089 people, geographically located predominately in and around the Mid-Atlantic region of the United States.

As of December 31, 2025, the Company employed 1,041 people, geographically located predominately in and around the Mid-Atlantic and Mid-West regions of the United States.

Approximately 28% of our employees were female and approximately 24% of employees in management positions were female.

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Exceeding the Occupational Safety and Health Administration (“OSHA”) Regulations is the expectation for Shentel.

We have achieved this level of success through our deliberate creation and management of both regional and corporate safety committees.

We achieve this through our deliberate creation and management of both regional and corporate safety committees.

Compensation and Benefits

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• Focus both individual and organizational effort around strategy execution, accountability and Company core values for achieving key business outcomes;

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• Emphasize individual performance-based differentiation linked to corporate and shareholder values.

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Our annual employee satisfaction survey captures critical indicators of employee engagement and provides an overall understanding of employee favorability.

During 2024, we conducted our annual enterprise-wide engagement survey, with the assistance of third-party consultants, which focused on measuring engagement, inclusion and overall employee satisfaction.

During 2025, we conducted our annual enterprise-wide engagement survey, with the assistance of third-party consultants, which focused on measuring engagement, favorability and overall employee satisfaction.

We will continue to poll our employees, as appropriate, and build action plans to address feedback shared by our team members.

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Information About Our Executive Officers

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Christopher E.

French President and Chief Executive Officer 66 April 1988

McKay Executive Vice President and Chief Operating Officer 52 July 2021

French Executive Chairman 67 September 2025

McKay President and Chief Executive Officer 53 September 2025

Volk Senior Vice President and Chief Financial Officer 62 June 2019

Willis Vice President and Chief Accounting Officer 61 December 2024

Cheng Senior Vice President and Chief Information Officer 52 March 2019

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Senior Vice President Engineering and Operations 52 July 2021

Rieger General Counsel, Vice President Legal and Corporate Secretary 44 February 2022

Olsen General Counsel, Vice President Legal and Corporate Secretary 57 August 2025

Dara Leslie Senior Vice President Sales & Marketing 58 June 2022

Senior Vice President Commercial Sales

49 April 2024

French is President and Chief Executive Officer for Shentel.

He is responsible for the overall leadership and strategic direction of the Company.

He has served as President since 1988, and has been a member and Chairman of the Board of Directors since 1996.

Lytle Senior Vice President Commercial Sales 50 April 2024

French is Executive Chairman for Shentel.

He is responsible for all the business and affairs of the Board of Directors and primarily acts in an advisory capacity to assist the President and Chief Executive Officer.

He has served as Executive Chairman since September 1, 2025 and previously served as President since 1988, and has been a member and Chairman of the Board of Directors since 1996.

Prior to appointment as President, Mr.

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He has held board and officer positions in both state and national telecommunication associations, including service as a director of the Organization for the Promotion and Advancement of Small Telecommunications Companies (OPASTCO), membership on the Leadership Committee of the USTelecom Association, and was president and director of the Virginia Telecommunications Industry Association.

McKay is Executive Vice President and Chief Operating Officer for Shentel and is responsible for leading the Company’s integrated broadband business, including the Shentel and Glo Fiber brands.

He joined Shentel in 2004, has served as Executive Vice President and Chief Operating Officer since 2021 and has more than 28 years of experience in the telecommunications industry.

Prior to his current role, he served as Senior Vice President of Engineering and Operations.

He played a key role in the growth and success of Shentel’s former wireless business, led the expansion of the fiber-rich network supporting the Company’s cable and wireline business, and was responsible for delivering on Shentel’s broadband Fiber First growth strategy for Glo Fiber.

McKay is President and Chief Executive Officer for Shentel.

He is responsible for providing overall leadership, setting strategic direction, and managing day-to-day operations for the Company.

Together with the executive team, he oversees the execution of Board decisions and ensures effective implementation of the Company’s strategy.

He joined Shentel in 2004 and has served as President and Chief Executive Officer since September 1, 2025.

McKay has held a variety of leadership positions with the Company, including Executive Vice President and Chief Operating Officer, and Senior Vice President of Engineering and Operations.

He played a key role in the growth and success of Shentel's former wireless business, led the expansion of the fiber-rich network supporting the Company’s broadband business, and has been responsible for delivering on Shentel’s Glo Fiber growth strategy.

McKay began his telecommunications industry career in 1996, including previous management positions at UUNET and Verizon.

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Volk is Senior Vice President and Chief Financial Officer for Shentel.

He joined Shentel in June 2019, has more than 28 years of experience in the telecommunications industry and has served in a variety of senior financial management roles with both large corporations and high growth, early stage telecommunication providers.

He joined Shentel in 2019, has more than 30 years of experience in the telecommunications industry and has served in a variety of senior financial management roles with both large corporations and high growth, early stage telecommunication providers.

Prior to joining Shentel, he served as Vice President, Finance and Investor Relations of Uniti Group Inc.

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Volk holds a Bachelor of Science Degree in Accounting from the University of Delaware and a Master of Business Administration from Villanova University.

Willis is Vice President and Chief Accounting Officer for Shentel.

She leads all accounting, financial reporting, internal controls, SEC, Sarbanes-Oxley and income tax compliance.

She joined Shentel in 2024.

Prior to joining Shentel, Ms.

Willis worked for The Walt Disney Company where she spent the last 35 years in progressive accounting and finance leadership positions including Vice President, Segment Controller of Parks and Resorts, Vice President, Senior Controller for The Walt

Disney Company and most recently as Vice President, Senior Controller of Finance Transformation.

Tracy is a CPA and graduate of the University of Delaware.

Cheng is Senior Vice President and Chief Information Officer for Shentel.

She leads the Information Technology organization, Enterprise Project Management Office (EPMO) and Enterprise Risk Management program, and is responsible for our Customer Care and Tech Support functions.

She joined the Company in March 2019 and has more than 20 years of experience in diverse business environments across all areas of Information Technology.

She joined the Company in 2019 and has more than 30 years of experience in diverse business environments across all areas of Information Technology.

Prior to joining Shentel, Mrs.

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Cheng held a number of different roles over 16 years with M&T Bank in Buffalo, NY, including Group Vice President, Technology Business Services, Vice President of Retail Operations and Assistant Vice President, Web Product Owner.

She received her Bachelor of Arts degree from Vassar College and her Masters of Business

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Administration from the University of Rochester.

She received her Bachelor of Arts degree from Vassar College and her Masters of Business Administration from the University of Rochester.

Additionally, Mrs.

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Tormey is Vice President and Chief Human Resources Officer at Shentel.

She joined the Company in July 2019.

She joined the Company in 2019.

Tormey brings more than 25 years of experience in leading and managing strategic HR initiatives to Shentel.

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Mason is Senior Vice President Engineering and Operations at Shentel and is responsible for leading our network strategy, engineering, construction and operations functions.

Mason has served in his current role since July 2021.

He joined Shentel in May 2019 as Vice President and Head of Business Operations responsible for Enterprise Program Management, Performance Management and Process Excellence across all business segments.

Mason has served in his current role since 2021.

He joined Shentel in 2019 as Vice President and Head of Business Operations responsible for Enterprise Program Management, Performance Management and Process Excellence across all business segments.

Prior to joining Shentel, Mr.

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He received his Bachelor of Science degree in Electrical Engineering from Ohio University and has an MBA from Xavier University.

Rieger is General Counsel, Vice President Legal and Corporate Secretary for Shentel.

He joined Shentel in 2021 and is responsible for all legal and regulatory compliance matters for the Company.

He also acts as Corporate Secretary to the Company’s Board of Directors.

Rieger joined Shentel from Sykes Enterprises, Incorporated, one of the world’s largest Business Process Outsourcers, where he most recently served as Vice President of Global Corporate & Operational Compliance.

While at Sykes, he built their global compliance management program from the ground up and was an integral member of the business leadership and legal teams.

Prior to Skyes, Mr.

Rieger held various leadership legal roles across a number of different businesses and industries.

Rieger holds a Bachelor of Science in Business Administration from Villanova University and a Juris Doctorate from Widener University School of Law.

Olsen is General Counsel, Vice President Legal and Corporate Secretary for Shentel.

She joined Shentel in 2025 and is responsible for all legal and regulatory compliance matters for the Company.

She also acts as Corporate Secretary to the Company’s Board of Directors.

Olsen joined Shentel from AquaBounty Technologies, Inc., where she served as General Counsel and Corporate Secretary from 2019 to 2025, during which time she advised the company on strategic growth-oriented business and legal strategies in complex global markets.

Prior to AquaBounty, she served as Senior Advisor and Associate General Counsel at E.I.

du Pont de Nemours and Company (DuPont), where she led legal and commercial matters in the areas of biotechnology, agriculture, government interactions, and global trade.

She was also a trial attorney at the US Department of Justice and served in private practice at both Jones Day and Latham & Watkins, LLP.

Olsen holds a Juris Doctorate from American University, Washington College of Law, a Bachelor of Arts from Hamilton College and a Master of Science from Catholic University of America.

Leslie is Senior Vice President of Sales and Marketing for Shentel.

She joined Shentel in June 2022 and has over 20 years of experience in the broadband industry, including 10 years with Comcast as Vice President of Sales and Marketing for the Big South Region and Vice President of Marketing for the Central Division, seven years with Atlantic Broadband as Vice President/General Manager of the Maryland-Delaware markets and Vice President of Customer Care and Marketing, and six years with Charter in various leadership roles.

She joined Shentel in 2022 and has over 20 years of experience in the broadband industry, including 10 years with Comcast as Vice President of Sales and Marketing for the Big South Region and Vice President of Marketing for the Central Division, seven years with Atlantic Broadband as Vice President/General Manager of the Maryland-Delaware markets and Vice President of Customer Care and Marketing, and six years with Charter in various leadership roles.

Leslie has a master’s degree from Old Dominion University and a bachelor’s degree from the University of North Carolina at Greensboro.

Lytle is Senior Vice President Commercial Sales for Shentel.

He joined Shentel in March 2024 and has over 25 years of telecommunications experience.

Lytle most recently served as Chief Revenue Officer at Horizon.

He joined Shentel in 2024 and has over 25 years of telecommunications experience.

Lytle most recently served as Chief Revenue Officer at Horizon from 2019 to 2024.

Prior to Horizon, Mr.

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The Company maintains a corporate website at www.shentel.com.

We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K and all amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such reports with or to the SEC.

We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K and all amendments to those reports,

as soon as reasonably practicable after we electronically file or furnish such reports with or to the SEC.

The contents of our website are not a part of this report.

In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding the Company.

Table of Conten t s

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What changed 10-K

Item 1. Business