What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-20 · 74 added, 85 removed, 193 unchanged (45% of the section changed)

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The increasing demand for faster residential internet bandwidth driven by working and learning from home since the outbreak of COVID-19 has increased the availability of capital to fund FTTH and cable overbuilds.

Approximately 28% of the passings in our incumbent broadband business currently have a FTTH or cable competitor, including 23% of our incumbent cable passings and 100% of our FTTH passings in our Ohio incumbent telephone market.

Wireless and satellite providers are also entering the market for broadband.

Approximately 30% of the passings in our incumbent broadband business currently have an FTTH or cable competitor.

All of our Glo Fiber passings have an incumbent cable competitor and approximately 12% have an incumbent telephone competitor with FTTH services.

Wireless and satellite providers have also entered the market for broadband.

In some areas, wireless providers have partnered with broadband providers to offer a converged bundle of broadband and wireless.

If competitive overbuilds increase in our incumbent cable service areas, more of our subscribers may select other providers’ offerings based on price, bandwidth speeds, capabilities or personal preference.

If competitive overbuilds increase in our incumbent cable or Glo Fiber service areas, more of our subscribers may select other providers’ offerings based on price, bandwidth speeds, capabilities or personal preference.

Additionally, a recent trend towards convergence of wireless and fiber broadband service offerings has started consolidation in the FTTH segment.

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Further, if new competitors offer lower prices, we may need to offer more value to retain our customers, driving lower revenue per subscriber.

Additionally, our hybrid fiber coaxial cable network will require upgrades in the future in order to meet expected demand from customers and to maintain network parity with potential FTTH competitors.

These upgrades will require significant capital investment and management oversight over the next five years.

Additionally, our HFC cable network will require upgrades in the future in order to meet expected demand from customers and to maintain network parity with potential FTTH competitors.

These upgrades will require significant capital investment and management oversight.

If we are unable to complete these upgrades, we may lose customers to our competitors and our Incumbent Broadband revenues could be adversely affected in the future.

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We have experienced reductions in the number of access lines and DSL subscriptions in our RLEC markets, and we anticipate that the long-term trend may continue.

Further, competitors in our RLEC markets may receive support under the Connect America Fund, Rural Development Opportunity Fund, American Rescue Plant Act or Infrastructure Investment and Jobs Act to build broadband facilities to unserved homes that do not meet the minimum broadband speeds in some areas already served by our DSL networks.

Further, competitors in our RLEC markets may receive support under the Broadband Equity, Access, and Deployment (“BEAD”) Program to build broadband facilities to unserved homes that do not meet the minimum broadband speeds in some areas already served by our DSL networks.

As a result, new competitors may overbuild these markets and our RLEC revenue decline may accelerate.

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As a result, we expect our capital expenditures to exceed the cash flow provided from continuing operations through 2026.

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Additionally, we must obtain pole attachment agreements, franchise agreements, construction permits and other regulatory approvals to commence operations in these communities.

Furthermore, our business growth strategy requires us to leverage third party partners to assist with our planned construction and development of our FTTH networks in new markets.

These third party contractors are currently in high demand.

Delays in entering into pole attachment agreements, obtaining franchise agreements, obtaining construction permits, procuring needed contractors, materials or supplies at a reasonable cost, and conducting the construction itself could adversely impact our scheduled construction plans and, ultimately, our expansion strategy.

Furthermore, attaching the Company’s cables to utility poles governed by the pole attachment agreements requires significant coordination with the owners of the utility poles which may result in delays if the owners of the utility poles cannot dedicate sufficient resources to assist in the attachment process.

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Delays related to locate services may result in delays in Shentel’s overall expansion strategy.

Difficulty in obtaining necessary resources may also adversely affect our ability to expand into new markets as could our ability to adequately market a new brand to customers unfamiliar to us as we expand to markets where we do not currently operate.

Difficulty in obtaining necessary resources may also adversely affect our go-to-market strategy as we expand into new markets, as could our ability to adequately market a new brand to customers unfamiliar to us as we expand to markets where we do not currently operate.

We may face resistance from competitors who are already in markets we wish to enter.

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If our expectations regarding our ability to attract customers in these communities are not met, or if the capital requirements to complete the network investment or the time required to attract our expected level of customers are incorrect, our financial performance and returns on investment may be negatively impacted.

We face additional risks associated with the wind down of the Glo Fiber construction phase.

As we complete open projects and align staffing levels, contract resources, and inventory levels with our post-construction needs, we could incur unexpected expenses, experience employee turnover, or face outsourced construction labor shortages that could adversely affect earnings and the number of constructed passings.

We may be materially adversely affected by regulatory, legal and economic changes relating to our physical plant.

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Changes in governmental regulations or changes in these relationships could have a material adverse effect on our business and our results of operations.

Additionally, lapses in U.S.

federal government funding, such as the government shutdown experienced in the U.S.

in October 2025, and other disruptions to government agency operations may have an adverse effect on our business and results of operations.

Some of our competitors are larger than we are and possess greater resources than we do.

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Additionally, as adoption of Artificial Intelligence (AI) technologies becomes a critical component of business, our pace of adoption for AI could impact our cost structure relative to peers.

Should we be slow or unsuccessful in leveraging AI appropriately, our margin position may be lower relative to peers.

As a result, our financial performance may be negatively impacted.

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Should we be slow or unsuccessful in leveraging AI appropriately, our operating margins may be lower relative to peers.

We have started leveraging AI in our operations and, as a result, introduce new risks associated with AI to our operations including AI vulnerabilities and dependence on AI models which could become faulty, biased or operationally unsound if not properly monitored and adjusted.

If improperly used or implemented, issues with AI could negatively impact customer interactions or operational efficiency.

As a result, AI could negatively impact our financial performance.

Our programming costs continue to increase, and our relative size limits our ability to negotiate more favorable terms, which may have an adverse effect on our business and our results of operations.

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As part of our business strategy, we regularly evaluate opportunities to enhance the value of the Company by pursuing acquisitions of other businesses.

Although we remain subject to financial and other covenants in our credit agreement that may limit our ability to pursue certain strategic opportunities, we intend to continue to evaluate and, when appropriate, pursue strategic acquisition opportunities as they arise.

Although we remain subject to financial and other covenants in our financing arrangements that may limit our ability to pursue certain strategic opportunities without lender approval, we intend to continue to evaluate and, when appropriate, pursue strategic acquisition opportunities as they arise.

We cannot provide any assurance, however, with respect to the timing, likelihood, size or financial effect of any potential transaction involving the Company, as we may not be successful in identifying and consummating any acquisition or in integrating any newly acquired business into our operations.

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Given the ongoing

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and dynamic nature of the circumstances, it is difficult to predict how future pandemics will impact the Company, and there is no guarantee that efforts by Shentel, designed to address adverse impacts of future pandemics, will be effective.

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Disruptions of our information technology infrastructure or operations could harm our business.

A disruption of our information technology infrastructure or overall operations, or the infrastructure or operations of certain vendors who provide information technology or overall operations services to us or our customers, could be caused by a natural disaster, energy or manufacturing failure, telecommunications system failure, ransomware attack, cybersecurity attack, terrorist attack, intrusion or incident or defective or improperly installed new or upgraded business management systems.

A disruption of our information technology infrastructure or overall operations, or the infrastructure or operations of certain vendors who provide information technology or overall operations services to us or our customers, could be caused by a natural disaster, power failure, manufacturing defect, telecommunications system failure, ransomware attack, cybersecurity attack or intrusion, terrorist attack, defective or improperly installed new or upgraded business management systems, or construction failure, including but not limited to a utility line strike.

Although we make significant efforts to maintain the security and integrity of the Company’s operations and information technology infrastructure, there can be no assurance that our security efforts, business impact planning and disaster recovery measures will be effective or that attempted security breaches or catastrophic disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks and intrusions sponsored by state or other interests.

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Moreover, our business involves the processing, storage and transmission of data, which would also be negatively affected by such an event.

A disruption of our information technology infrastructure or operations could also cause us to lose customers and revenue, particularly during a period of heavy demand for our services.

A significant disruption of our information technology infrastructure or operations could result in damage to our reputation and credibility, customer dissatisfaction and ultimately a loss of customers or revenue.

Significant loss of customers or revenue, or significant increase in costs of serving those customers, could adversely affect our growth, financial condition and results of operations.

We also could incur significant expense in repairing system damage and taking other remedial measures.

Like many organizations, we increasingly rely on third party software and infrastructure supports to deliver our services.

Disruptions, failures, defects, or other security vulnerabilities experienced by those third parties could cause adverse operational impacts, damage our reputation, adversely affect our financial impacts, or harm our business if significant in nature.

Our earnings, margins and stock price may be adversely impacted by our current cost structure as a result of our relative size.

Our sales, general and administrative (“SG&A”) costs, including corporate overhead, are a higher percentage of revenue than larger broadband companies due to a lack of relative scale.

We anticipate it will take multiple years of growth to reduce our SG&A as a percentage of revenue to be comparable to our broadband peers.

We anticipate it may take multiple years of growth to reduce our SG&A as a percentage of revenue to be comparable to our broadband peers.

If we cannot further grow our revenues at a faster pace than our expenses, our earnings and margins may be lower than our peers which may affect the value of our stock price.

Our success depends on consistent supply of physical goods and services to build and sustain services to customers.

Significant disruptions to the supply chain could adversely impact our growth, operations and revenue projections.

Significant disruptions to the supply chain, including increased tariffs, could adversely impact our growth, operations and revenue projections.

The supply of critical supplies, such as modems, consumer Wi-Fi equipment, energy, optical equipment and fiber is important to our business operations.

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We work to ensure we have a forward-looking supply of these items and redundancy of supply types and suppliers.

However, global impacts to supply chains across all suppliers and manufacturers could result in significant supply issues.

If supplies to these items became severely impacted, our plans to build out new networks could be adversely impacted.

However, global impacts to supply chains, including cost increases as a result of changes to federal tariffs or retaliatory tariffs by the U.S.

or foreign governments, across some or all suppliers and manufacturers could result in significant supply issues and/or increased cost.

If supplies of these items became severely impacted, our plans to build out new networks could be adversely impacted.

Additionally, the lack of certain equipment and/or supplies could limit our ability to service existing customers.

Significant impact to supply chains could materially and adversely affect our business, including reduced revenues, loss of customers and limitations on future growth.

Significant impact to supply chains could materially and adversely affect our business, including reduced revenues, loss of customers, significantly increased costs, and limitations on future growth.

Additionally, at times we choose to leverage third-party suppliers to help us deliver services to customers because of efficiency reasons or because third-parties provide a service we cannot replicate easily.

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Our historical operational and financial results have depended, and our future results will depend, upon the retention and continued performance of our management team, as well as the attraction and retention of relevant key roles across our organization.

Specifically, the market for talent for key roles in our industry, including executive officers and key personnel to support our engineering, sales, service delivery, information technology, finance and accounting functions, is highly competitive and could adversely impact our ability to retain and hire new key employees and contractors.

The loss of the

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services of key members of executive management or other employees or contractors in critical roles, and the inability or delay in hiring new key employees and contractors could materially and adversely affect our ability to manage and expand our business and our future operational and financial results.

Specifically, the highly-competitive market for talent for key roles in our industry, including executive officers and key personnel to support our engineering, sales, service delivery, information technology, finance and accounting functions, could adversely impact our ability to retain and hire new key employees and contractors.

The loss of the services of key members of executive management or other employees or contractors in critical roles, and the inability or delay in hiring new key employees and contractors could materially and adversely affect our ability to manage and expand our business and our future operational and financial results.

Moreover, an inability to retain sufficient qualified personnel throughout our organization or to attract new personnel as we grow our business could adversely affect our ability to achieve our operational, sales and financial goals impacting our financial results, financial condition and our stock price.

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They may be able to create system disruptions, or cause shutdowns.

Threat actors may be able to develop and deploy viruses, worms, ransomware and other malicious software programs that attack our products or otherwise exploit security vulnerabilities of our systems causing operational damage that could impact our ability to serve customers and result in financial losses.

Threat actors may be able to develop and deploy viruses, malware, ransomware and other malicious software programs that attack our products or otherwise exploit security vulnerabilities of our systems causing operational damage that could impact our ability to serve customers and result in financial losses.

In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs,” cybersecurity vulnerabilities and other problems that could unexpectedly interfere with the operation or security of our systems.

Like many other companies, we increasingly leverage third-party SaaS solutions and external service providers to help us deliver services to our customers.

Like many other companies, we increasingly leverage third-party Software as a Service (“SaaS”) solutions and external service providers to help us deliver services to our customers.

In the delivery of these services, we are dependent on the security infrastructure of those third-party providers.

These providers are also vulnerable to the myriad of cyber-attacks possible in today’s environment.

These providers are also vulnerable to the myriad of possible cyber-attacks.

In the case where a third-party provider becomes victim to an attack, it could have an impact on our operations or ability to service customers.

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In the event of a data breach or operational disruption caused by an information security incident, such rules may require consumer and government agency notification and may result in regulatory enforcement actions with the potential of monetary forfeitures as well as civil litigation.

We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, industry standards and contractual obligations.

We have incurred, and will

continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, industry standards and contractual obligations.

Notification to customers could also result in reputational damage which could result in loss of customers or future customers due to a lack of confidence in our ability to secure their data.

Climate change could disrupt our operations and our distribution networks, cause us to incur increased costs related to such events, or otherwise negatively affect our business.

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Our distribution networks may be subject to weather-related events that could damage our networks and impact service delivery, such as downed transmission lines, flooded facilities, power outages, fuel shortages, network congestion, delay or failure, damaged or destroyed property and equipment, and work interruptions.

Our distribution networks may be subject to weather-related events that could damage our networks and impact service delivery, such as downed transmission lines, flooded facilities, power outages, fuel shortages, damaged or destroyed property and equipment, work interruptions, or network congestion, delays or failures, .

It is predicted that warming global temperatures will increase the frequency and severity of such weather-related events.

If there are more weather-related events, and should such events impact the region covered by our networks more frequently or more severely than in the past, our revenues and expenses could be materially adversely impacted.

Concern over climate change or other environmental, social and governance (ESG) matters may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change.

Concern over climate change may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change.

Further, climate change regulations may require us to alter our proposed business plans or increase our operating costs due to increased regulation or environmental considerations, and could adversely affect our business and reputation.

Risks Relating to the Horizon Transaction

The Horizon Transaction may not achieve the intended benefits or may disrupt our current plans and operations.

If we are not able to finalize integration of Horizon’s business and assets in an efficient and effective manner, the anticipated benefits and cost savings may not be realized fully or may take longer to realize than expected, and the financial results of our operations and the value of our common stock may be adversely affected.

For example, we may experience unforeseen operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development of our existing operations, attrition of key personnel from Horizon, and other unexpected costs or charges.

The integration of the business and assets of Horizon has required and will continue to require significant time and focus from our management, and may divert attention from our day-to-day operations and our other businesses.

The financial performance of Horizon may be less than historical results, adversely affecting the future financial condition, results of operations and cash flows of the combined company.

The growth of Horizon’s commercial fiber business is dependent on its ability to install service for the contracted customer sales backlog.

Delays in securing pole attachment agreements, permits or completing fiber construction could slow the installation of service and revenue growth.

Financial results could be less than historical performance and adversely affect the combined company financial condition, results of operations and cash flows after closing.

Service Level Agreements (“SLAs”) with Horizon’s largest customers may cause material fluctuations in the combined companies’ financial results.

32% of Horizon’s revenues are with the national wireless service providers who have carrier grade SLAs for network reliability and mean time to restore outages.

If Horizon, and their network vendors providing off-network backhaul circuits to certain cellular towers, do not meet the SLAs, contractual monetary penalties may be incurred which would have an adverse effect on revenues and profitability.

Service Level Agreements (“SLAs”) with our largest customers may cause material fluctuations in our financial results.

Approximately 28% of commercial revenues are with the national wireless service providers who have carrier grade SLAs for network reliability and mean time to restore outages.

If the Company and its network vendors providing off-network backhaul circuits to certain cellular towers do not meet the SLAs, contractual monetary penalties may be incurred which would have an adverse effect on revenues and profitability.

Network investments may be required to remediate the issues.

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Action by these regulatory bodies could negatively affect our operations and our costs of doing business.

Changes to the FCC’s Universal Service Fund framework may adversely impact our Broadband revenue, which may have a material adverse effect on our financial performance and our results of operations.

The FCC’s USF provides regulatory support to rural local exchange carriers to promote universal service and to eligible schools and libraries through the e-rate program to obtain subsidized internet access and telecommunication services.

Recent lawsuits have asked the courts to declare the universal service framework illegal.

Any reduction in the USF from these lawsuits, or other means, could negatively impact the regulatory support revenue received by the Company’s RLEC business and the ability for schools and libraries to pay the Company for internet access and telecommunication services.

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Changes to the FCC’s Universal Service Fund (“USF”) framework may adversely impact our Broadband revenue, which may have a material adverse effect on our financial performance and our results of operations.

The FCC’s USF provides regulatory support to rural local exchange carriers to promote universal service and to eligible schools and libraries through the e-rate program and to regional healthcare providers and hospitals through the Rural Healthcare Program to obtain subsidized internet access and telecommunication services.

Although unsuccessful, recent lawsuits against the USF have raised questions in Congress regarding future funding for the USF.

Any reduction in the USF from similar successful lawsuits, or funding changes by Congress, could negatively impact the regulatory support revenue received by the Company’s RLEC business and the ability for schools, libraries, and healthcare providers to pay the Company for internet access and telecommunication services.

Changes to key regulatory requirements can affect our ability to compete.

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Our rates for broadband services have historically not been subject to rate regulation.

However, as broadband service is increasingly viewed as an essential service, governments could adopt new laws or regulations related to the prices we charge for our services that could adversely impact our existing business model, revenues, earnings and the value of our and cable industry stock prices.

The Company operates data services and cable television systems in largely rural areas of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana pursuant to local franchise agreements.

The Company provides data services and operates cable television systems in largely rural areas of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana pursuant to local franchise agreements.

These franchises are not exclusive, and other entities may secure franchise authorizations in the future, thereby increasing direct competition to the Company.

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Pole attachments are wires and cables that are attached to utility poles.

Cable system attachments to investor-owned public utility poles historically have been regulated at the federal or state level, generally resulting in reasonable pole attachment rates for attachments used to provide cable service.

Cable and fiber system attachments to investor-owned public utility poles historically have been regulated at the federal or state level, generally resulting in reasonable pole attachment rates for attachments used to provide cable service.

In contrast, utility poles owned by municipalities or cooperatives are not subject to federal regulation and are, with exceptions, generally exempt from state regulation and their attachment rates tend to be higher.

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The Company may fail to complete its performance obligations in regard to government grant awards and incur liquidated damages and/or create an event of default that could allow the municipality to cancel the grant.

In partnership with counties in the respective states, Shentel has been awarded grants through various broadband infrastructure grant programs in Virginia, Maryland, West Virginia and Ohio.

Shentel has been awarded grants through various broadband infrastructure grant programs in Virginia, Maryland, West Virginia, Ohio and through the federal National Telecommunications and Information Administration (“NTIA”).

As of December 31, 2025, the Company has been awarded grants totaling approximately $151.2 million.

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As the recipient of these grants, the Company has committed to expand its broadband network and improve broadband services to approximately 26,900 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio and upgrade our middle mile network in Ohio within a specified period, as agreed to by the Company and each municipality.

In the event the Company does not fulfill its commitment to extend its existing broadband network within the time frame allotted, the performance of the broadband network is inadequate, the Company is considered insolvent or the Company fails to meets its funding requirements of the grant projects, the Company may be declared in default of the grant

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If the default is not cured in a timely manner, the grant contract could be terminated, grant reimbursements maybe withheld by the municipalities and the Company may be required to repay grant monies previously received, as well as additional penalties and liquidated damages.

Furthermore, the Company may be liable to pay interest, administrative charges, collection costs, attorneys’ fees, expert fees, consultant fees, and other applicable fees, and interest on any outstanding repayment, all of which could lead to higher Company capital requirements, which may not be available, lower homes passed and unfavorable financial results for the Company.

Regulatory constraints could impact our ability to adequately address increases in broadband usage and may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for our customers.

Video streaming services, gaming and peer-to-peer file sharing applications use significantly more bandwidth than other internet activity such as web browsing and email.

Regulatory and technology constraints could impact our ability to adequately address increases in broadband usage and may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for our customers.

Video streaming services, gaming, peer-to-peer file sharing applications, and increased AI use requires significantly more bandwidth than other internet activity such as web browsing and email.

As use of these services continues to grow, our broadband customers will likely use much more bandwidth than in the past.

If this occurs, we could be required to make significant capital expenditures to increase network capacity in order to avoid service disruptions, service degradation or slower transmission speeds for our customers.

If this occurs, we could be required to make

significant capital expenditures to increase network capacity in order to avoid service disruptions, service degradation or slower transmission speeds for our customers.

Alternatively, we could choose to implement network management practices to reduce the network capacity available to bandwidth-intensive activities during certain times in market areas experiencing congestion, which could negatively affect our ability to retain and attract customers in affected markets.

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Our services may be adversely impacted by legislative or regulatory changes that affect our ability to develop and offer services or that could expose us to liability from customers or others.

The Company provides broadband Internet access services to its fiber, cable and telephone customers.

The Company provides broadband internet access services to its fiber and cable customers.

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

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

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

Most recently, a ruling in January 2025 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.

If this ruling is appealed and reversed, it may have an adverse impact on our operations.

The FCC imposes obligations on telecommunications service providers, including broadband Internet access service providers, and multichannel video program distributors, like our cable company.

The FCC imposes obligations on telecommunications service providers, including broadband internet access service providers, and multichannel video program distributors, like our Company.

We cannot predict the nature and pace these requirements and other developments, or the impact they may have on our operations.

Risks Related to our Indebtedness

We may not have sufficient capital to fund our expansion plans and may not be able to repay future indebtedness.

As discussed in the Risks Related to our Business section above, we expect our capital expenditures to exceed the cash flow provided from continuing operations through 2026 as we invest in our network and subscriber growth and expansion initiatives.

As of December 31, 2024, we had borrowed $418.0 million in term loans under our Credit Agreement, dated as of July 1, 2021 (as amended by (i) Amendment No.

1 to Credit Agreement, dated as of May 17, 2023, (ii) Consent and Amendment No.

2 to Credit Agreement, dated as of October 24, 2023, and (iii) Amendment No.

3, dated as of April 1, 2024, the “Credit Agreement”), with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders, which contains (i) a $150 million available revolving credit facility due June 2026 (the “Revolver”), (ii) a $150 million delayed draw amortizing term loan due July 1, 2026 (“Term Loan A-1”), (iii) a $150 million delayed draw amortizing term loan due July 1, 2028 (“Term Loan A-2”), and (iv) a $225 million delayed draw amortizing term loan due July 2028 (“Term Loan A-3” and collectively with Term Loan A-1 and Term Loan A-2, the “Term Loans”).

If we are unable to refinance our June 2026 maturities on terms acceptable to us, secure additional capital on terms acceptable to us or our costs to expand our networks are greater than we anticipate, we may not have sufficient capital to complete our expansion plans and may have to curtail our expansion plans.

We may not be able to generate sufficient cash flows from operations to raise additional capital in amounts necessary for us to repay our outstanding indebtedness when such indebtedness becomes due and to meet our other cash needs.

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We may not be able to repay future indebtedness.

As of December 31, 2025, Shentel Issuer had $567.4 million of outstanding Notes consisting of $489.1 million 5.64% Series 2025-1, Class A-2 term notes, $78.3 million 6.03% Series 2025-1, Class B term notes, each with an anticipated repayment date in December 2030 (collectively, the “Notes”).

If Shentel Issuer is unable to refinance the Notes maturities on terms acceptable to us or if we are not able to generate sufficient cash flows from ABS Entities operations to repay our outstanding indebtedness when such indebtedness becomes due, the ABS Indenture requires mandatory prepayment of principal of the Notes on each payment date on a pro-rata basis based on the alphanumerical designation of each class of Notes and additional interest will be charged until the Notes are refinanced or fully redeemed.

As of December 31, 2025, we had $75.0 million borrowed against a $175.0 million RCF due December 2030.

If Shentel Broadband is unable to refinance our RCF maturities on terms acceptable to us or if we are not able to generate sufficient cash flows from Shentel Broadband operations, excluding the ABS Entities, to repay our outstanding indebtedness when such indebtedness becomes due, this could cause an event of default of the RCF and, if not cured or waived, allow lenders to exercise remedies in the RCF credit agreement, including the liquidation of assets, excluding the ABS Entities, to repay RCF indebtedness.

Our level of indebtedness could adversely affect our financial health and ability to compete.

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For example, it may:

• increase our vulnerability to general adverse economic and industry conditions, including rising interest rates;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends and other general corporate purposes;

• place us at a competitive disadvantage relative to companies that have less indebtedness.

Failure to comply with financial and operating covenants or make scheduled payments under our Credit Agreement may restrict our ability to borrow and could accelerate repayment of outstanding debt.

Under the Credit Agreement, we are required to comply with specified financial and operating covenants in addition to making scheduled payments.

Our failure to comply with any of these covenants or to meet any payment obligations under the credit agreement could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and unpaid fees, becoming immediately due and payable.

We might not have sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations.

In addition, if we are not in compliance with the financial and operating covenants at the time we wish to borrow funds, we will be unable to borrow funds.

Failure to comply with financial and operating covenants or make scheduled payments related to our Notes and the RCF may restrict our ability to borrow and could accelerate repayment of outstanding debt.

Under the ABS Indenture, Shentel Issuer is required to report specified Debt Service Coverage Ratios (“DSCR”) for each monthly payment date.

If the monthly DSCR is below specific thresholds as outlined in the ABS Indenture, a portion of customer collections from the prior month held by indenture trustee will be retained as reserves or will be used to begin amortization of the Notes on a pro-rata basis based on the alphanumerical designation of each class of Notes until the monthly DSCR is above the threshold.

In addition, if the DSCR is not above certain thresholds at the time we wish to borrow funds from the VFN, we will be unable to borrow VFN funds until the DSCR is above the threshold.

If Shentel Issuer fails to comply with specified payment and operating covenants as outlined in the ABS Indenture, this will trigger an event of default and could

trigger an acceleration of the maturity of the Notes upon written direction of more than 50% of the aggregate outstanding class principle balance of all classes of Notes.

Under the RCF credit agreement, Shentel Broadband is required to comply with specified financial and operating covenants.

Our failure to comply with any of these covenants or to meet any payment obligations under the RCF credit agreement could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and unpaid fees, becoming immediately due and payable.

Shentel Broadband might not have sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations.

In addition, if we are not in compliance with the financial and operating covenants at the time we wish to borrow funds, we will be unable to borrow RCF funds.

General Risk Factors

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In many cases, the application of tax laws is uncertain and subject to differing interpretations, especially when evaluated against new technologies and telecommunications services, such as broadband internet access and cloud related services.

In the event that we have incorrectly calculated, assessed or remitted amounts that were due to governmental authorities, we could be subject to additional taxes, fines, penalties or other adverse actions, which could materially impact our business,

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financial condition and operating results.

In the event that federal, state and/or local municipalities were to significantly increase taxes on our network, operations or services, or seek to impose new taxes, it could have a material adverse effect on our business, financial condition, operating results or ability to do business.

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If the carrying value of these assets exceeds the current estimated fair value, the asset is considered impaired, and this would result in a noncash charge to earnings, which could be material.

Events and conditions that could result in impairment include a sustained drop in the market price of our common stock, increased competition or loss of market share, obsolescence, deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.

Events and conditions that could result in impairment include a sustained drop in the market price of our common

stock, increased competition or loss of market share, obsolescence, deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors