What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-20 · 218 added, 181 removed, 147 unchanged (73% of the section changed)

9 unchanged sentences

broadband internet, video and voice;

high-speed Ethernet, dark fiber leasing;

high-speed Ethernet, dedicated internet access and dark fiber leasing;

and managed network services.

1 unchanged sentence

2025 Developments

Horizon Transaction

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, 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.

Shentel expects to submit claims under a representation and warranty insurance (“RWI”) policy the Company purchased in connection with the Horizon Transaction seeking coverage for breaches of representations and warranties in the Merger Agreement.

The RWI policy has a coverage limit of $40 million.

Although the Company believes that the claims are meritorious, no assurance can be given as to whether the Company will recover all, or any part, of the amounts claimed.

No gains or receivables have been recognized related to these insurance claims as of December 31, 2024.

Series A Preferred Stock

Contemporaneously with the execution of the Merger Agreement, on October 24, 2023, Shentel and Shentel Broadband Holding Inc., a wholly-owned subsidiary of Shentel (“Shentel Broadband”), entered into an investment agreement (the “Investment Agreement”) with ECP Fiber Holdings, LP, a Delaware limited partnership (“ECP Investor”), and, solely for the limited purposes set forth therein, Hill City Holdings, LP, a Delaware limited partnership affiliated with ECP Investor.

Subject to the terms and conditions set forth in the Investment Agreement, on the Closing Date, Shentel Broadband issued to ECP Investor 81,000 shares of Shentel Broadband’s 7% Series A Participating Exchangeable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share in exchange for $81 million in cash.

The Series A Preferred Stock is exchangeable at the option of the Investor or Shentel in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share (as it may be adjusted pursuant to the terms of the Investment Agreement, the “Exchange Price”).

Table of Conten t s

As a condition to closing the transactions contemplated by the Investment Agreement and Amendment No.

3 to the Credit Agreement, Shentel completed a corporate reorganization of Shentel’s subsidiaries (the “Reorganization”).

As a result of the Reorganization effected on the Closing Date, Shentel Broadband Operations LLC, a wholly-owned subsidiary of Shentel Broadband, holds or has equity interest in substantially all of the operating assets of Shentel and was assigned and assumed the Credit Agreement.

On the Closing Date, Shentel Broadband filed a certificate of designations with the Secretary of State of the State of Delaware authorizing 100,000 shares of Series A Preferred Stock and setting forth the powers, designations, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock (the “Certificate of Designations”).

The Series A Preferred Stock ranks senior to Shentel’s Common Stock with respect to the payment of dividends and with respect to the distribution of assets upon Shentel Broadband’s liquidation, dissolution or winding up.

Dividends on the Series A Preferred Stock accrue at 7% per annum compounded and payable quarterly in arrears, and, at Shentel’s option, may be paid in cash or in kind (such dividends paid in kind, “PIK Dividends”).

The PIK Dividend rate is subject to increase to 8.5% and 10% after the fifth and seventh anniversaries of the Closing Date, respectively, to the extent any dividends accrued during the period from and including such anniversary dates are paid in the form of PIK Dividends.

Beginning two years after the Closing Date, Shentel may require the Investor to exchange the Series A Preferred Stock for shares of Common Stock if the price per share of the Common Stock exceeds 125% of the Exchange Price, subject to certain conditions.

After five years, Shentel may redeem all of the Series A Preferred Stock for the greater of (i) $1,000 per share, plus (a) any accrued PIK Dividend amount and (b) accrued and unpaid dividends to, but excluding the redemption date (to the extent such accrued and unpaid dividends are not included in such PIK Dividend amount), and (ii) the value of the shares of Common Stock for which such Series A Preferred Stock are exchangeable.

Under the terms of the Investment Agreement, the Investor has the right to nominate a director to the Board so long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock).

So long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock), the Investor is subject to certain standstill provisions and voting covenants and has certain other rights with respect to the shares of Series A Preferred Stock, including, among others, pre-emptive, information and participation rights.

The shares of Series A Preferred Stock are subject to a lock-up until the first anniversary of the Closing Date and are subject to certain other transfer restrictions.

Amendment No.

3 to Credit Agreement

On April 1, 2024, Shentel entered into Amendment No.

3 to Credit Agreement, Incremental Term Loan Funding Agreement, Joinder and Assignment and Assumption (the “Third Amendment”) to its existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as previously amended by Amendment No.

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

2 to Credit Agreement, dated October 24, 2023, the “Credit Agreement”).

The Third Amendment provides for, among other things, incremental delay draw term loan commitments under the Credit Agreement in an aggregate amount equal to $225 million and an increase in the revolving commitment under the Credit Agreement in an amount equal to $50 million.

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 (Vertical Bridge) 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

Table of Conten t s

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.

Refer to Note 17, Discontinued Operations , in our consolidated financial statements for more information regarding the presentation of the disposal group in the Company’s financial statements.

As a result of the sale of the Tower Portfolio, the Company has one reportable segment.

Consequently, segment reporting previously disclosed prior to the sale of the Tower Portfolio is no longer applicable.

Table of Conten t s

Refinancing Activities

Shentel Issuer, a limited-purpose, bankruptcy remote indirect wholly-owned subsidiary of Shentel, 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 (the “Class A-2 Notes”) and $78.3 million 6.03% Series 2025-1, Class B term notes (the “Class B Notes”), each with an anticipated repayment date in December 2030.

The Class A-2 Notes and Class B Notes are secured by certain fiber network assets and related customer contracts in the states of Virginia, Ohio, Pennsylvania, Indiana, Maryland and West Virginia.

As part of the same agreement governing the Class A-2 Notes and Class B Notes (the “ABS Indenture”) and fiber network assets and related customer contracts that govern and secure the ABS Notes, Shentel Issuer 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 ABS Indenture.

The VFN will bear interest at term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.75%.

The Company had no borrowings under the VFN at Closing.

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.

The LFN is subject to the same collateral and covenant framework, including pro-forma leverage and debt service coverage ratios as defined in the ABS Indenture.

Shentel Issuer may draw on the LFN solely for the purpose of funding amounts due and payable for certain Priority of Payments as defined in the ABS Indenture and when restricted cash funds required by ABS Indenture are insufficient.

The LFN will bear interest at the Prime Rate plus a spread of 3.0%.

The Company had no borrowings under the LFN at Closing.

Concurrently, 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 substantially the cash flows and all of the assets and equity interests of its subsidiaries excluding Shentel Issuer;

Shentel Guarantor LLC, a wholly-owned subsidiary of Shentel Broadband and parent of Shentel Issuer;

Shentel Asset Entity I LLC, a wholly-owned subsidiary of Shentel Issuer;

and Shentel Asset Entity II LLC, a wholly-owned subsidiary of Shentel Issuer.

Borrowings under the RCF will bear interest at term SOFR plus a margin ranging from 2.50% to 3.00%.

Shentel Broadband borrowed $75.0 million from the RCF at Closing.

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 a portion of 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 in Shentel’s Consolidated 2025 Financial Statements for more information.

Management Transitions

On July 31, 2025, the Company announced that its Board of Directors appointed Edward H.

“Ed” McKay, the Company’s former Executive Vice President and Chief Operating Officer, as President and Chief Executive Officer (“CEO”), effective September 1, 2025.

Christopher E.

French, Shentel’s previous President and CEO, stepped into the role of Executive Chairman of the Board of Directors and remains active in steering the Company’s strategy while continuing to work closely with the senior leadership team and the Board of Directors.

Virginia Fiber Acquisition

In April 2025, the Company executed an Asset Purchase Agreement to acquire FTTH assets and operations of a fiber business based in Virginia for $5 million, including passings of approximately 1,500 homes and approximately 700 customers.

The Company completed the acquisition on July 9, 2025.

H.R.1 - 119th Congress (2025-2026)

On July 4, 2025, H.R.1 was signed into law and includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions and limitations on interest deductions based on a tax EBITDA framework.

These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years.

The legislation did not have a material impact on our consolidated financial statements for the year ended December 31, 2025.

Results of Operations

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Cost of services, exclusive of depreciation and amortization 130,118 36.4 % 128,112 39.1 % 2,006 1.6 %

128,112 39.1 % 100,850 37.5 % 27,262 27.0 %

Selling, general and administrative 118,187 33.0 % 115,193 35.1 % 2,994 2.6 %

Restructuring, integration and acquisition 1,173 0.3 % 14,509 4.4 % (13,336) (91.9) %

14,509 4.4 % 2,915 1.1 % 11,594 NMF

Impairment expense 382 0.1 % 2,552 0.9 % (2,170) (85.0) %

Depreciation and amortization 131,613 36.8 % 98,835 30.1 % 32,778 33.2 %

Total operating expenses 381,091 106.5 % 356,649 108.7 % 24,442 6.9 %

Operating (loss) income

(28,591) (8.7) % 142 0.1 % (28,733) NMF

Operating loss (23,237) (6.5) % (28,591) (8.7) % 5,354 NMF

Other (expense) income:

1 unchanged sentence

Other income, net 6,755 1.9 % 6,461 2.0 % 294 4.6 %

6,461 2.0 % 5,587 2.1 % 874 15.6 %

(Loss) income from continuing operations before income taxes (38,027) (11.6) % 1,517 0.6 % (39,544) NMF

Income tax (benefit) expense (9,670) (2.9) % 501 0.2 % (10,171) NMF

(Loss) income from continuing operations

(28,357) (8.6) % 1,016 0.4 % (29,373) NMF

Loss from continuing operations before income taxes (41,856) (11.7) % (38,027) (11.6) % (3,829) 10.1 %

Income tax benefit (8,913) (2.5) % (9,670) (2.9) % 757 (7.8) %

Loss from continuing operations (32,943) (9.2) % (28,357) (8.6) % (4,586) 16.2 %

Income from discontinued operations, net of tax — — % 222,174 67.7 % (222,174) NMF

193,817 59.1 % 8,038 3.0 % 185,779 NMF

Net (loss) income (32,943) (9.2) % 193,817 59.1 % (226,760) NMF

Dividends on redeemable noncontrolling interest 6,449 1.8 % 3,429 1.0 % 3,020 88.1 %

3,429 1.0 % — — % 3,429 — %

Net income attributable to common shareholders

$ 190,388 58.0 % $ 8,038 3.0 % 182,350 NMF

Net (loss) income attributable to common shareholders $ (39,392) (11.0) % $ 190,388 58.0 % (229,780) NMF

Shentel acquired Horizon on April 1, 2024 and consequently, results for the year ended December 31, 2024 included nine months of Horizon revenue, whereas the comparable year ended December 31, 2025 included twelve months of Horizon revenue.

Information about year over year variances noted below includes the results of the acquired Horizon markets during the first three months of 2025 and explanations of the remaining consolidated changes.

Shentel updated the presentation of certain Residential & SMB - Incumbent Broadband Market, Residential & SMB - Glo Fiber, Commercial Fiber and RLEC & Other revenues for the prior year to conform with changes in how management currently views these lines of business.

Residential & SMB - Incumbent Broadband Markets revenue

Revenue from residential and small and medium business (“SMB”) customers in Incumbent Broadband Markets are primarily earned through the Company’s provision of data, video and voice services over primarily hybrid fiber coaxial (“HFC”) cable and to a lesser extent fiber to the home (“FTTH”) networks in incumbent markets.

Residential & SMB - Incumbent Broadband Markets revenue increased by $0.6 million, or 0.3%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to $5.6 million of revenues earned in the newly acquired Horizon markets.

These revenues were offset by a $5.0 million decline in the legacy Shentel markets due to lower video revenue from a 16.9% decline in video revenue generating units (“RGUs”) and a 1.6% decline in data RGUs with the majority of the decline due to the end of the ACP program.

Table of Conten t s

Revenue from residential and small and medium business (“SMB”) customers in Incumbent Broadband Markets is primarily earned through the Company’s provision of data, video and voice services over primarily HFC cable and to a lesser extent FTTH networks in incumbent markets.

Residential & SMB - Incumbent Broadband Markets revenue decreased $5.1 million, or 2.9%.

Shentel recognized $1.7 million of revenues earned in the acquired Horizon markets in the first quarter of 2025.

The remaining decrease of $6.8 million was primarily due to lower video revenues from a 14.5% decline in video revenue generating units (“RGUs”), lower USF revenues and a 1.6% decline in data average revenue per unit (“ARPU”).

Residential & SMB - Glo Fiber Expansion Markets revenue

Revenue from residential and SMB customers in Glo Fiber Expansion Markets are primarily earned through the Company’s provision of data, video and voice services over FTTH networks in new greenfield expansion markets.

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $22.8 million, or 65.0%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 due to a $21.4 million increase in legacy Shentel markets and $1.4 million of revenues earned in the newly acquired Horizon markets.

The increase in legacy Shentel markets revenue was primarily due to 50.9% year-over-year growth in data RGUs associated with the Company’s investment in expanded geographies for Glo Fiber and a 7.3% increase in data average revenue per unit (“ARPU”).

Revenue from residential and SMB customers in Glo Fiber Expansion Markets is primarily earned through the Company’s provision of data, video and voice services over FTTH networks in new greenfield expansion markets.

Residential & SMB - Glo Fiber Expansion Markets revenue increased $24.7 million, or 42.7%.

Shentel recognized $0.7 million of revenues earned in the acquired Horizon markets in the first quarter of 2025.

The remaining increase of $24.0 million was primarily due to 42.0% year-over-year growth in data RGUs and 16.3% year-over-year growth in video RGUs associated with the Company’s investment in expanded geographies for Glo Fiber.

Commercial Fiber revenue

Shentel’s Commercial Fiber revenue is primarily earned through the Company’s provision of high-speed Ethernet, wavelength, dark fiber leasing and managed services over fiber optic networks to commercial customers.

Commercial Fiber revenue increased by $24.9 million, or 59.1%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 due to $30.7 million of revenues earned in the newly acquired Horizon markets, and partially offset by a $5.8 million decline in legacy Shentel markets as a result of the previously disclosed T-Mobile backhaul revenue churn associated with the decommissioning of the former Sprint network.

Shentel’s Commercial Fiber revenue is primarily earned through the Company’s provision of high-speed Ethernet, dedicated internet access, wavelength services, dark fiber leasing and managed services over fiber optic networks to commercial customers.

Commercial Fiber revenue increased $9.3 million, or 13.2%.

Shentel recognized $9.9 million of revenues earned in the acquired Horizon markets in the first quarter of 2025.

The remaining decrease of $0.6 million was primarily due to non-cash deferred revenue adjustments for a carrier customer and early termination fees earned in the prior year.

RLEC & Other revenue

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Shentel also earns governmental support revenue through the federal USF.

RLEC & Other revenue increased by $10.6 million, or 70.8%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 due to $10.1 million of revenues earned in the newly acquired Horizon markets and an increase in governmental support revenue.

RLEC & Other revenue increased $1.0 million, or 3.9%.

Shentel recognized $2.9 million of revenues earned in the acquired Horizon markets in the first quarter of 2025.

The remaining decrease of $1.9 million was primarily due to lower data service line (“DSL”) revenue from a 19.8% decline of DSL RGUs, partially due to customers migrating to our broadband data service in the recently constructed passings supported by government grants.

Cost of services

Cost of services primarily consist of costs to acquire and deliver video programming, internal labor to maintain our network and service our customers, maintenance and third party network line expenses.

Cost of services increased by $27.3 million, or 27.0%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to $25.3 million of costs incurred in the newly acquired Horizon markets and $2.0 million in higher cost of services in the legacy Shentel markets due to network maintenance costs for Glo Fiber market expansion.

Cost of services primarily consist of costs to acquire and deliver video programming, internal labor to maintain our network and service our customers, third party network maintenance, and line expenses.

Cost of services increased $2.0 million, or 1.6%.

Shentel incurred $7.6 million of costs incurred in the acquired Horizon markets in the first quarter of 2025.

The remaining decrease of $5.6 million was primarily due to decreases in network payroll and line costs driven by synergy savings and decreased programming expenses associated with the declines in video RGUs.

Selling, general and administrative

Selling, general and administrative expenses consist of employee compensation, advertising, software maintenance, stock-based compensation, and operating taxes.

Selling, general and administrative expense increased by $15.9 million, or 16.0%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to $11.7 million of selling, general and administrative costs incurred in the newly acquired Horizon markets and $4.2 million in higher expenses in th e legacy Shentel markets due to higher advertising costs and sales headcount associated with the Company’s expansion of Shentel’s Glo Fiber network.

Selling, general and administrative expense increased $3.0 million, or 2.6%.

Shentel incurred $3.2 million of selling, general and administrative costs incurred in the acquired Horizon markets in the first quarter of 2025.

The remaining decrease of $0.2 million was primarily due to decreases in employee compensation, professional fees driven by synergy savings and lower bad debt, partially offset by increases in operating taxes and advertising costs.

Restructuring, integration and acquisition

Integration and acquisition expense increased by $11.6 million in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to non-recurring Horizon acquisition-related costs related to banking, legal, insurance and software expenses.

Integration and acquisition expense decreased $13.3 million, or 91.9%.

Restructuring, integration and acquisition expense in 2024 related primarily to expenses incurred to effect the Horizon transaction and integration expenses incurred during the post-acquisition period.

Depreciation and amortization

Depreciation and amortization increased by $35.1 million, or 55.4%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to $25.5 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction and an increase of $9.6 million of depreciation related to legacy Shentel’s expansion of its Glo Fiber network.

Depreciation and amortization increased $32.8 million, or 33.2%.

Shentel incurred $9.2 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction in the first quarter of 2025.

The remaining increase of $23.6 million was due to the Company’s expansion of its Glo Fiber network and a $7.4 million write-off of inventory assets no longer expected to be used.

Interest expense

Interest expense increased by $11.7 million, or 277.4%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to a higher outstanding debt balance during 2024 as compared to 2023.

Table of Conten t s

Interest expense increased by $9.5 million, or 59.6% primarily due to an increase in the Company’s outstanding debt.

Other income, net

Other income, net increased by $0.9 million, or 15.6%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to other income incurred in the newly acquired Horizon markets.

Income tax (benefit) expense

The Company recognized $9.7 million of income tax benefit for 2024, compared with $0.5 million of income tax expense for 2023.

The income tax benefit was driven by higher pre-tax loss from continuing operations during the 2024.

Table of Conten t s

Other income, net increased by $0.3 million, or 4.6% primarily due to a favorable settlement of the Horizon acquisition related escrow claim and a reclassification of unrecognized gains on interest rate swaps accumulated in other comprehensive income to the Company’s consolidated statements of operations with the termination of the hedging program.

These gains were partially offset by higher interest income earned in the prior year.

Income tax benefit

The Company recognized $8.9 million of income tax benefit for 2025, compared with $9.7 million for 2024 due to higher excess tax benefits derived from vesting of restricted stock in 2025 compared to 2024.

Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023

As discussed in the Overview section above, Shentel disposed of its Tower Portfolio during the year ended December 31, 2024.

The following table has been recast to present the operating results related to the now disposed Tower Portfolio as a discontinued operation.

Shentel also updated the description for revenues previously reported as “Residential & SMB - Cable Markets” to “Residential & SMB - Incumbent Broadband Markets” and updated the description for revenues previously reported as “Residential & SMB - Glo Fiber Markets” to “Residential & SMB - Glo Fiber Expansion Markets.”

The Company’s consolidated results from operations are summarized as follows:

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Cost of services, exclusive of depreciation and amortization 128,112 39.1 % 100,850 37.5 % 27,262 27.0 %

100,850 37.5 % 102,279 41.1 % (1,429) (1.4) %

Selling, general and administrative 115,193 35.1 % 99,304 36.9 % 15,889 16.0 %

Restructuring, integration and acquisition 14,509 4.4 % 2,915 1.1 % 11,594 397.7 %

2,915 1.1 % 1,251 0.5 % 1,664 133.0 %

Impairment expense 2,552 0.9 % 5,241 2.1 % (2,689) (51.3) %

Depreciation and amortization 98,835 30.1 % 65,920 24.5 % 32,915 49.9 %

Total operating expenses 356,649 108.7 % 268,989 99.9 % 87,660 32.6 %

Operating income (loss)

142 0.1 % (17,456) (7.0) % 17,598 NMF

Operating (loss) income (28,591) (8.7) % 142 0.1 % (28,733) NMF

Other income (expense):

Interest expense (4,212) (1.6) % (1,577) (0.6) % (2,635) NMF

Interest expense (15,897) (4.8) % (4,212) (1.6) % (11,685) 277.4 %

Other income, net 6,461 2.0 % 5,587 2.1 % 874 15.6 %

5,587 2.1 % 215 0.1 % 5,372 NMF

Income (loss) from continuing operations before income taxes

1,517 0.6 % (18,818) (7.6) % 20,335 NMF

Income tax expense (benefit)

501 0.2 % (3,400) (1.4) % 3,901 NMF

Income (loss) from continuing operations

1,016 0.4 % (15,418) (6.2) % 16,434 NMF

Income from discontinued operations, net of tax 7,022 2.6 % 7,039 2.8 % (17) (0.2) %

Net income (loss)

$ 8,038 3.0 % $ (8,379) (3.4) % 16,417 NMF

(Loss) income from continuing operations before income taxes (38,027) (11.6) % 1,517 0.6 % (39,544) NMF

Income tax (benefit) expense (9,670) (2.9) % 501 0.2 % (10,171) NMF

(Loss) income from continuing operations (28,357) (8.6) % 1,016 0.4 % (29,373) NMF

Income from discontinued operations, net of tax 222,174 67.7 % 7,022 2.6 % 215,152 NMF

Net income $ 193,817 59.1 % $ 8,038 3.0 % 185,779 NMF

Net income attributable to redeemable noncontrolling interest 3,429 1.0 % — — % 3,429 NMF

Net income attributable to common shareholders $ 190,388 58.0 % $ 8,038 3.0 % 182,350 NMF

Residential & SMB - Incumbent Broadband Markets revenue

Residential & SMB - Cable Markets revenue increased approximately $1.2 million, or 0.7%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to 1.8% year-over-year growth in data ARPU.

Residential & SMB - Incumbent Broadband Markets revenue decreased by $0.1 million.

Shentel recognized $5.2 million of revenues earned in the newly acquired Horizon markets.

The remaining decrease of $5.3 million was primarily due to lower video revenue from a 15.3% decline in video RGUs and lower voice revenue from a 21.5% decline in voice ARPU.

Residential & SMB - Glo Fiber Expansion Markets revenue

Residential & SMB - Glo Fiber Markets revenue increased approximately $16.8 million, or 91.9%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to 71.7% year-over-year growth in data RGUs and a 4.0% increase in data ARPU.

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $22.8 million, or 64.9%.

Shentel realized a $21.4 million increase in legacy Shentel markets and recognized $1.4 million of revenues earned in the newly acquired Horizon markets.

Commercial Fiber revenue

Commercial Fiber revenue increased approximately $3.3 million, or 8.5%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to $3.0 million in T-Mobile non-recurring early termination fees.

Table of Conten t s

disconnected 338 backhaul circuits during 2023 as part of their previously announced rationalization of the former Sprint network.

Commercial Fiber revenue increased by $25.8 million, or 58.1%.

Shentel recognized $31.3 million of revenues earned in the newly acquired Horizon markets.

The remaining decrease of $5.6 million was primarily due to the previously disclosed T-Mobile backhaul revenue churn associated with the decommissioning of the former Sprint network.

RLEC & Other revenue

RLEC & Other revenue decreased approximately $1.1 million, or 6.8%, in 2023 compared with 2022, primarily driven by a 26.6% decline in residential DSL RGUs.

RLEC & Other revenue increased by $10.3 million, or 68.7%, primarily due to $9.9 million of revenues earned in the newly acquired Horizon markets and an increase in governmental support revenue.

Cost of services

Cost of services decreased approximately $1.4 million, or 1.4%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to lower payroll costs due to higher volume of internal labor hours capitalized in support of network expansion, and partially offset by higher line costs due to network expansion into new markets.

Cost of services increased by $27.3 million, or 27.0%.

Shentel incurred $25.3 million of costs incurred in the newly acquired Horizon markets.

The remaining increase of $2.0 million was primarily due to network maintenance costs for Glo Fiber market expansion.

Selling, general and administrative

Selling, general and administrative expense increased $8.2 million, or 9.0%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to higher advertising costs associated with the Company’s expansion of Glo Fiber and a change in strategy to drive more gross subscriber additions to low cost sales channels, and higher credit losses as uncollectible rates returned to pre-Covid levels.

Selling, general and administrative expense increased by $15.9 million, or 16.0%.

Shentel incurred $11.7 million of selling, general and administrative costs incurred in the newly acquired Horizon markets.

The remaining increase of $4.2 million was primarily due to higher advertising costs and sales headcount associated with the Company’s expansion of Shentel’s Glo Fiber network.

Restructuring, integration and acquisition

Restructuring, integration and acquisition expense increased $1.7 million, or 133.0%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to higher non-recurring Horizon acquisition-related costs for legal, tax and insurance fees.

Expenses in 2022 were primarily related to restructuring costs associated with the shut-down of Shentel’s fixed wireless business, Beam.

The Company recorded impairment charges of $2.6 million in 2023, compared with $5.2 million of impairment charges recorded in 2022.

Impairment charges in 2023 were primarily a result of colocation lease right-of-use assets and remaining Beam fixed wireless assets that were no longer expected to be used and had no alternative use, while impairment charges in 2022 were primarily a result of the Company’s decommissioning of certain Beam fixed wireless sites.

Integration and acquisition expense increased by $11.6 million primarily due to non-recurring Horizon acquisition-related costs related to banking, legal, insurance and software expenses.

Depreciation and amortization

Depreciation and amortization decreased $3.1 million, or 4.7%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to 2022 accelerated depreciation of Beam network assets associated with the Company’s decision to permanently cease Beam operations, for which no equivalent accelerated depreciation was present in 2023.

Other income (expense), net

Other income, net was $1.4 million for 2023 compared with other expense, net of $1.4 million for 2022, primarily driven by a gain recorded in connection with the sale of the Company’s FCC spectrum licenses upon the closing of the Spectrum Transaction and income related to sales taxes refunds received, partially offset by an increase in interest expense.

Income tax expense (benefit)

The Company recognized $0.5 million of income tax expense in 2023, compared with $3.4 million of income tax benefit in 2022.

The $3.9 million increase in income tax expense was driven by higher pre-tax income in 2023.

Table of Conten t s

Depreciation and amortization increased by $32.9 million, or 49.9%.

Shentel incurred $25.5 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction.

The remaining increase of $9.6 million was primarily due to legacy Shentel’s expansion of its Glo Fiber network.

Shentel also recognized $2.2 million less in impairment charges in 2024 compared to 2023.

Interest expense

Interest expense increased by $11.7 million, or 277.4%, primarily due to a higher outstanding debt balance during 2024 as compared to 2023.

Other income, net

Other income, net increased by $0.9 million, or 15.6%, primarily due to other income incurred in the newly acquired Horizon markets.

Income tax (benefit) expense

The Company recognized $9.7 million of income tax benefit for 2024, compared with $0.5 million of income tax expense for 2023.

The income tax benefit was driven by higher pre-tax loss from continuing operations during 2024.

Additional Information

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 optic and hybrid fiber coaxial 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.

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The following table indicates selected operating statistics.

Shentel updated the presentation of certain revenues and voice RGUs in the prior year to conform with changes in how management views these lines of business.

This reclassification resulted in updated ARPU and voice RGUs for the prior period.

2025 December 31,

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Total homes and businesses passed 679,044 585,340 449,635

585,340 449,635 359,529

Residential & SMB Revenue Generating Units ("RGUs"):

Residential & SMB RGUs:

Incumbent Broadband Markets 111,962 111,325 109,679

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Voice 4.2 % 4.5 % 5.6 %

Residential & SMB Average Revenue per User ("ARPU") (6)

Residential & SMB ARPU (3)

Incumbent Broadband Markets $ 82.67 $ 83.68 $ 81.85

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(2) Penetration is calculated by dividing the number of RGUs by the number of passings or available homes, as appropriate.

(3) Average Revenue Per RGU calculation = (Residential & SMB Revenue) / average RGUs / 12 months.

(4) Total fiber miles are measured by taking the number of fiber strands in a cable and multiplying that number by the route distance.

For example, a 10 mile route with 144 fiber strands would equal 1,440 fiber miles.

(4) I ncumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.

(5) Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets in the Shentel and former Horizon markets.

(6) Average Revenue Per RGU calculation = (Residential & SMB Revenue) / average RGUs / 12 months.

Table of Conten t s

Financial Condition, Liquidity and Capital Resources

Sources and Uses of Cash:

The Company’s principal sources of liquidity are our cash and cash equivalents, cash generated from operations, government grants and borrowings under our credit agreement, which contains a $150 million revolving credit facility (the “Revolver”) and $525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with the Revolver, the “Credit Agreement”).

Shentel’s principal sources of liquidity are our cash and cash equivalents, restricted cash, cash generated from operations, government grants and capacity under the Company’s VFN and RCF.

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

We have been awarded approximately $149.8 million in grants to serve approximately 27,200 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio and to upgrade the capacity of the Ohio middle mile network.

We have been awarded approximately $151.2 million in grants to serve approximately 26,900 unserved homes in the states of Virginia, Ohio, Maryland and West Virginia and to upgrade the capacity of the Ohio middle mile network.

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

As of December 31, 2024, the Company had $110.6 million in grants available.

The Company expects to fulfill the majority of its obligations under these programs by 2026.

As of December 31, 2024, our cash and cash equivalents totaled $46.3 million, the availability under our Revolver and the Term Loans was $243.0 million, and the remaining reimbursements available under government grants was $110.6 million, which are subject to fulfilling the terms of the agreements, for total available liquidity of approximately $399.9 million.

As discussed in Note 1, Nature of Operations in Part IV within this Annual Report on Form 10-K, Shentel entered into various agreements in the first half 2024 which affected the Company’s liquidity.

As discussed above, Shentel sold its Tower Portfolio for $305.8 million in cash, net of transaction expenses, in March 2024.

The Company closed on the Horizon Transaction on April 1, 2024 and disbursed approximately $349 million , including payment of certain capital expenditures and payments for various transaction costs.

The tower sale cash proceeds and cash on hand were used to fund the purchase of Horizon.

Furthermore, the Company received $81 million in exchange for the issuance of Series A Preferred Stock.

Finally, the Company amended its Credit Agreement, resulting in incremental delay draw term loan commitments under the Credit Agreement in an aggregate amount equal to $225 million and an increase in the revolving commitment under the Credit Agreement of $50 million.

Net cash provided by operating activities from continuing operations was approximately $69.4 million in 2024, representing a decrease of $35.0 million compared with 2023, primarily driven by $24.4 million lower current tax refunds received during 2024 and changes in working capital.

Net cash used in investing activities from continuing operations was approximately $645.2 million in 2024, representing an increase of $410.0 million compared with 2023, primarily driven by the payment of $347.4 million to acquire Horizon and to cover transaction costs related to the acquisition, a $64.0 million increase in capital expenditures driven by expansion of Glo Fiber and government-subsidized markets and a $16.0 million decrease in sales of assets, partially offset by $17.3 million increase in grants received related to government funded infrastructure expansion programs.

Net cash provided by financing activities from continuing operations was approximately $183.9 million in 2024, representing a decrease of $34.3 million compared with 2023, primarily driven by an decrease of $100.0 million in borrowings under the Term Loans, $7.0 million in cash outflows for principal payments on outstanding debt, $4.3 million in higher cash outflows for debt amendment costs and $1.3 million in higher cash outflows for dividends, partially offset by the issuance of $79.4 million in Shentel’s Series A Preferred Stock, net of issuance costs.

As of December 31, 2025, the Company had received a total of $101.6 million in cash receipts and had $49.6 million in grants available.

The Company has constructed broadband service to approximately 20,000 previously unserved homes and expects to fulfill the majority of its obligations under these programs by 2026.

As of December 31, 2025, the Company’s total available liquidity was $234.9 million, consisting of (i) cash and cash equivalents totaling $27.3 million;

(ii) restricted cash as required by the ABS indenture totaling $20.9 million (iii) $92.8 million of availability under the Shentel Broadband’s RCF;

(iv) $44.3 million under Shentel Issuer’s VFN;

and (v) an aggregate of $49.6 million remaining reimbursements available under government grants, which reimbursements are subject to fulfilling the terms of the underlying agreements.

In addition, the Company has $130.7 million of VFN commitments that are not available to draw as of December 31, 2025.

The available capacity of the VFN will increase based on the secured fiber network revenue growth from the ABS Entities multiplied by (i) a margin as defined in the ABS Indenture and (ii) 6.25x multiple.

Net cash provided by operating activities from continuing operations was approximately $103.3 million in 2025, representing an increase of $33.9 million compared with 2024, primarily driven by increases in revenue and changes in working capital.

Net cash used in investing activities from continuing operations was approximately $294.7 million in 2025, representing an decrease of $350.6 million compared with 2024, primarily driven by a $342.4 million decrease in cash disbursed for acquisitions, a $43.3 million increase in cash receipts from government grant programs and a $6.5 million receipt from a business acquisition escrow, partially offset by a $39.8 million increase in capital expenditures driven by government-subsidized network expansion projects in previously unserved areas of Incumbent Broadband Markets.

Net cash provided by financing activities from continuing operations was approximately $195.6 million in 2025, representing an increase of $11.7 million compared with 2024, primarily driven by an increase of $691.7 million in borrowings under various debt facilities, partially offset by an increase of $585.9 million in principal payments on long-term debt, a decrease of $79.4 million in cash inflows from issuance of redeemable noncontrolling interests and an increase of $14.1 million in payments for debt issuance and amendment costs.

Indebtedness :

As of December 31, 2024, the Company’s net indebtedness was $416.9 million, including $418.0 million in outstanding term loans, net of unamortized loan fees of $1.1 million.

The borrowed amounts bear interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage.

The weighted-average interest rate was 6.42% for the Term Loans at December 31, 2024.

Shentel’s Term Loans, which consist of Term Loan A-1, Term Loan A-2 and Term Loan A-3, have outstanding balances of $144.5 million, $148.5 million and $125.0 million, respectively.

The Term Loans require quarterly payments based on a percentage of the outstanding balance.

Term Loan A-1 matures on July 1, 2026 and both Term Loan A-2 and Term Loan A-3 mature on July 1, 2028.

Refer to Note 10, Debt in the Company’s 2024 Consolidated Financial Statements for information about the Company's Credit Agreement.

As of December 31, 2024, the Company was in compliance with the financial covenants in our Credit Agreement.

Table of Conten t s

We expect our cash on hand, cash flows from continuing operations, and availability of funds from our Credit Agreement as well as government grants will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months.

As of December 31, 2025, the Company’s net indebtedness was $628.2 million, including $642.4 million in outstanding ABS Notes and the RCF, net of unamortized loan fees of $14.2 million.

The borrowed Class A-2 Notes and the Class B Notes incur interest at 5.64% and 6.03%, respectively.

The borrowed RCF bears interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage.

The weighted-average interest rate was 5.75% for the ABS Notes and RCF at December 31, 2025.

Shentel’s ABS Notes, which include Class A-2 Notes and Class B Notes, have outstanding balances of $489.1 million and $78.3 million, respectively.

Shentel’s RCF has an outstanding balance of $75.0 million.

The ABS Notes have a contractually stated anticipated repayment date (“ARD”) of December 2030 with the exception of the VFN described below.

Shentel has not made any borrowings under its VFN or LFN as of December 31, 2025.

In the event borrowings are made in the future, the initial anticipated repayment date for the VFN is December 2029 which may be extended, at the option of Shentel, to the December 2030, subject to the satisfaction of certain conditions.

Amounts borrowed under the LFN do not have an anticipated repayment date.

The legal final maturity date of each class of the ABS Notes is in December 2055.

If Shentel has not repaid or refinanced any Series 2025-1 Notes prior to the relevant ARD, additional interest will accrue on outstanding principal.

Shentel Broadband’s RCF matures on December 5, 2030.

No principal payments on Shentel Broadband’s RCF are required prior to the final maturity date.

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.

Refer to Note 10, Debt in the Company’s 2025 Consolidated Financial Statements for information about the Company's outstanding debt.

As of December 31, 2025, the Company was in compliance with the financial covenants related to our outstanding debt.

We expect our cash on hand, restricted cash, cash flows from continuing operations, availability of funds from our RCF and VFN agreements and government grants will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months.

There can be no assurance that we will continue to generate cash flows at or above current levels.

During the year ended December 31, 2024, our capital expenditures of $319.1 million exceeded our net cash provided by operating activities from continuing operations by $249.7 million, and we expect our capital expenditures to exceed the net cash flows provided by continuing operations through 2026, as we expand our Glo Fiber broadband network.

During the year ended December 31, 2025, our capital expenditures of $358.9 million, net of government grants of $62.5 million, exceeded our net cash provided by operating activities from continuing operations by $193.1 million, and we expect our capital expenditures, net of government grants received, to exceed the net cash flows provided by continuing operations through 2026, as we expand our Glo Fiber broadband network.

The actual amount and timing of our future capital requirements may differ materially from our estimates depending on the demand for our products and services, new market developments and expansion opportunities.

Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions including rising inflation, regulatory requirements, changes in technologies, changes in competition, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions.

Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions including rising inflation, regulatory requirements, changes in technologies, changes in competition, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and other adverse public health developments, such as COVID-19, and other conditions.

Our ability to attract and maintain a sufficient customer base, particularly in our Broadband markets, is critical to our ability to maintain a positive cash flow from operations.

The foregoing events individually or collectively could affect our results.

During 2025, Shentel formed Shentel Guarantor LLC, Shentel Issuer LLC, 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”).

As of December 31, 2025, all of the Company’s commercial fiber network assets and approximately 302,000 Glo Fiber passings were contributed to the ABS Asset Entities.

The cash flow from these contributed assets are used to service the obligations under Shentel’s ABS Notes.

Our RCF requires consolidated financial statements of restricted subsidiaries under the RCF (the “Non-ABS Entities” or the “Restricted Subsidiaries”) and unrestricted subsidiaries (the “ABS Entities” or the “Unrestricted Subsidiaries”).

Below is the consolidating balance sheet as of December 31, 2025 and the consolidating statement of operations for the year ended December 31, 2025.

The ABS Entities consolidating statement of operations reflects the activity from December 5, 2025 (date of refinancing) through December 31, 2025.

As of December 31, 2025

(in thousands) Unrestricted Subsidiaries (ABS Entities) Restricted Subsidiaries (Non-ABS Entities) Eliminations Consolidated

Current assets:

Cash and cash equivalents $ — $ 27,259 $ — $ 27,259

Restricted cash and cash equivalents 20,945 — — 20,945

Accounts receivable 12,580 31,880 (12,963) 31,497

Prepaid expenses and other 5,344 14,803 (2,405) 17,742

Total current assets 38,869 73,942 (15,368) 97,443

Investments — 392,737 (376,227) 16,510

Property, plant and equipment, net 793,874 807,735 — 1,601,609

Goodwill and intangible assets, net 8,234 148,657 — 156,891

Operating lease right-of-use assets 10,199 9,458 — 19,657

Deferred charges and other assets 129,635 7,794 (118,777) 18,652

Total assets $ 980,811 $ 1,440,323 $ (510,372) $ 1,910,762

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 7,561 $ 66,757 $ (12,963) $ 61,355

Advanced billings and customer deposits 8,953 10,361 (2,405) 16,909

Accrued compensation — 13,334 — 13,334

Accrued liabilities and other 3,894 14,116 (1,112) 16,898

Total current liabilities 20,408 104,568 (16,480) 108,496

Long-term debt, less current maturities, net of unamortized loan fees 554,288 73,949 — 628,237

Other long-term liabilities:

Deferred income taxes — 157,618 — 157,618

Other liabilities 33,628 131,159 (117,665) 47,122

Total other long-term liabilities 33,628 288,777 (117,665) 204,740

Temporary equity:

Redeemable noncontrolling interest — 88,506 — 88,506

Shareholders’ equity:

Total shareholders’ equity 372,487 884,523 (376,227) 880,783

Total liabilities, temporary equity and shareholders’ equity $ 980,811 $ 1,440,323 $ (510,372) $ 1,910,762

Year Ended December 31, 2025

(in thousands) Unrestricted Subsidiaries Restricted Subsidiaries Eliminations Consolidated

Service revenue and other $ 11,986 $ 350,335 $ (4,467) $ 357,854

Operating expenses:

Cost of services exclusive of depreciation and amortization 5,474 127,406 (2,762) 130,118

Selling, general and administrative 2,059 117,833 (1,705) 118,187

Restructuring, integration and acquisition — 1,173 — 1,173

Depreciation and amortization 5,772 125,841 — 131,613

Total operating expenses 13,305 372,253 (4,467) 381,091

Operating (loss) income (1,319) (21,918) — (23,237)

Other (expense) income:

Interest expense (2,453) (22,921) — (25,374)

Other income, net 32 6,723 — 6,755

(Loss) income from continuing operations before income taxes (3,740) (38,116) — (41,856)

Income tax (benefit) expense — (8,913) — (8,913)

Net loss (3,740) (29,203) — (32,943)

Critical Accounting Estimates

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As discussed in Note 2, Summary of Significant Accounting Policies , Shentel has only one reporting unit.

Shentel’s total goodwill balance increased $63.8 million in the year ended December 31, 2024 as a result of the Horizon Transaction discussed above.

Shentel tests goodwill for impairment least annually or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired.

Shentel’s total goodwill balance increased $0.5 million in the year ended December 31, 2025 as a result of the Virginia Fiber Acquisition discussed above.

Shentel tests goodwill for impairment at least annually or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired.

The impairment test is performed at the reporting unit level by analyzing quantitative or qualitative factors, or both.

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Cable franchise rights represent the value attributable to agreements with local franchising authorities, which allows access to homes and businesses via public rights of way.

Shentel’s cable franchise rights were primarily acquired through business combinations.

Shentel’s cable franchise rights were primarily acquired through business

combinations.

Cable franchise rights have an indefinite life;

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Costs incurred in negotiating and renewing cable franchise rights are expensed as incurred.

Table of Conten t s

Shentel tests its cable franchise rights for impairment at least annually, or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired.

The impairment test is performed by analyzing quantitative or qualitative factors, or both.

When performing a quantitative evaluation, we estimate the fair values of our cable franchise rights primarily based on an income approach that involves significant judgment, including the estimate of revenue growth, the amount and timing of capital expenditures, EBITDA margins, terminal growth rates and the discount rate utilized.

When performing a quantitative evaluation, we estimate the fair values of our cable franchise rights primarily based on a greenfield model, a method under the income approach, which reflected the expected discounted cash flows of a notional start-up business with no assets other than the cable franchise rights being valued.

The greenfield model involves significant judgment, including the estimate of revenue growth, the amount and timing of capital expenditures, EBITDA margins, terminal growth rates and the discount rate utilized.

When performing a qualitative assessment, we assess whether events and circumstances indicate that it is more likely than not (that is, a likelihood of more than 50%) that an impairment exists.

Events and circumstances considered include the impact of macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows, and market capitalization trends.

We evaluated our cable franchise rights for impairment on October 1, 2024 on the basis of the qualitative factors described above.

Based on this assessment, we concluded that it was more likely than not that the estimated fair value of our cable franchise right assets was higher than its carrying value and that the performance of a quantitative impairment test was not required.

Valuation of Tangible and Intangible Assets Acquired in the Horizon Transaction

The Company accounts for acquisitions by using the acquisition method of accounting, in accordance with ASC 805, “ Business Combinations .” Under the acquisition method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition based on their estimated fair values.

Fair values are determined using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information.

The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates.

The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities.

The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence.

As it relates to Shentel’s acquisition of Horizon, management utilized the above valuation approaches to value certain classes of assets acquired.

These assets and related valuations approaches to determine fair value are as follows:

• Property, plant and equipment - personal property:

Management primarily utilized a cost approach to determine the price the Company would have to pay to replace the personal property assets.

Critical accounting estimates applied in this valuation included determination of replacement cost per unit, useful lives and depreciated values.

• Intangible assets - customer relationships:

Management utilized a cost approach to determine the price the Company would have to pay to replace the customer relationship assets.

The sole critical accounting estimate related to this valuation was the estimated cost to acquire each customer which was determined using historical costs to acquire new customers.

Shentel evaluated cable franchise rights and spectrum licenses for impairment on October 1, 2025 using a quantitative assessment.

As a result of this assessment, management concluded that the estimated fair value of the cable franchise rights exceeded the carrying value.

As such, no impairment charge was recognized during the period.

Recently Issued Accounting Standards

Recently issued accounting standards and their expected impact, if any, are discussed in Note 2, Summary of Significant Accounting Policies in our consolidated financial statements.

Table of Conten t s

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 7. Management’s Discussion and Analysis