What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-20 · 400 added, 359 removed, 883 unchanged (46% of the section changed)

9 unchanged sentences

Based on its assessment, the Company’s management believes that, as of December 31, 2025, the Company’s internal control over financial reporting is effective based on those criteria.

Pursuant to the Securities and Exchange Commission’s general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal control over financial reporting does not include internal control over financial reporting related to Horizon Acquisition Parent LLC (“Horizon”).

Horizon constituted approximately 27% of total assets and approximately 14% of total revenue included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

RSM US LLP, an independent registered public accounting firm, which audited the Company’s consolidated financial statements included in this Annual Report, has issued an attestation report on the Company’s internal control over financial reporting containing the disclosure required by this Item.

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Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Information required by Item 12 is incorporated herein by reference to the 2026 proxy statement appearing under the caption “Security Ownership.”

The Company has granted stock awards to its employees meeting certain eligibility requirements under two shareholder-approved company stock incentive plans, the “2014 Equity Incentive Plan” and the “2024 Equity Incentive Plan.” The 2014 Equity Incentive Plan expired during the year ended December 31, 2024.

As a result, on February 13, 2024, our Board of Directors adopted the 2024 Equity Incentive Plan, which was approved by Shentel’s shareholders at the 2024 annual meeting of shareholders.

The 2024 Equity Incentive Plan authorized grants of up to an additional 3.0 million shares over a ten-year period beginning in 2024.

The Company has granted stock awards to its employees meeting certain eligibility requirements under two shareholder-approved company stock incentive plans, the “2014 Equity Incentive Plan” and the “2024 Equity Incentive Plan.” The 2024 Equity Incentive Plan authorized grants of up to an additional 3,000,000 shares over a ten-year period beginning in 2024.

As a result of the adoption of the 2024 Equity Incentive Plan, additional grants will not be made under the 2014 Equity Incentive Plan, although outstanding grants may continue to vest, be distributed or exercised.

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Information required by Item 14 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the caption “Shareholder Ratification of Independent Registered Public Accounting Firm.”

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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FORM 10-K SUMMARY

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SHENANDOAH TELECOMMUNICATIONS COMPANY

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Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023

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Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Shenandoah Telecommunications Company and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).

We have audited the accompanying consolidated balance sheets of Shenandoah Telecommunications Company and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Certain Identifiable Assets Acquired in a Business Combination

As described in Notes 1 and 3 to the financial statements, on April 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Horizon Acquisition Parent LLC (“Horizon”) for total consideration of $416.2 million.

The transaction was accounted for as a business combination using the acquisition method of accounting.

The fair values of property, plant and equipment and intangible assets, which consists primarily of customer relationships, were valued using the cost approach.

We identified valuation of property, plant and equipment and customer relationships acquired in the business combination as a critical audit matter because of the significant assumptions management used in estimating their fair values.

Auditing management’s assumptions used in the estimates of fair value, including estimates of replacement costs involved a high degree of auditor judgment and increased audit effort, including the use of our valuation specialists, due to the impact these assumptions have on the estimates of fair value.

Our audit procedures related to the property, plant and equipment and customer relationships acquired in the business combination included the following, among others:

• We obtained an understanding of the relevant controls related to the valuation of these assets and tested such controls for design, implementation and operating effectiveness.

Table of Conten t s

• We read the purchase and sale agreement to understand and evaluate the terms of the acquisition, including the assets acquired.

• We tested the underlying data used by management to estimate the fair value of the property, plant and equipment and customer relationships for completeness and accuracy.

• We tested the reasonableness of management’s selection of the replacement costs used in the valuation of the property, plant and equipment by assessing the nature, age and condition of the subject assets.

• We tested the reasonableness of the replacement costs used in the valuation of the customer relationships by comparing the estimates of replacement costs to historical results.

• We utilized our valuation specialists to assist in the following procedures, among others:

◦ Assessing the appropriateness of management’s valuation methodologies based on the nature of the fair value estimate.

◦ Corroborating the market data used by management to estimate the fair values of the property, plant and equipment by comparing such data to publicly available information.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment

As discussed in Notes 2 and 7 to the financial statements, the Company’s goodwill balance was $67.5 million as of December 31, 2025.

The Company performed its annual goodwill impairment assessment as of October 1, 2025, by performing a quantitative analysis in lieu of a qualitative analysis and concluded there was no impairment of goodwill.

The fair value of the Company’s single reporting unit for the goodwill impairment assessment was estimated utilizing an income (discounted cash flow method) approach.

The income approach involved using cash flow projections developed by management to calculate discounted cash flows, the sum of which is subject to certain adjustments to estimate the Company’s enterprise value, which management then reconciled to the market capitalization of the Company with consideration of a control premium.

Significant judgment was required to forecast future cash flows and to determine the discount rate applicable to the reporting unit.

We identified the Company’s annual goodwill impairment assessment as a critical audit matter because of the significant assumptions management used in its annual impairment assessment, including the forecasted revenue growth rates and forecasted margin percentages used in the projected cash flows, as well as the determination of the discount rate applied to those cash flows.

Auditing management’s judgments used in the impairment assessment involved a high degree of auditor judgment and increased audit effort, including the use of our valuation specialists, due to the impact these assumptions could have on the accounting estimate.

Our audit procedures related to the Company’s annual goodwill impairment assessment included the following, among others:

• Obtaining an understanding of the relevant controls related to the Company’s goodwill impairment assessment, and tested such controls for design and operating effectiveness, including controls over management’s review of the significant assumptions described above.

• Testing management’s process for developing the forecasts by (i) understanding management’s process for developing the forecasted revenue growth rates and forecasted margins, (ii) testing the completeness, accuracy, and relevance of the underlying data used by management to develop the forecasted cash flows, and (iii) comparing the significant assumptions described above to historical results and to forecasted information included in external industry reports.

• Utilizing our valuation professionals to assist in (i) assessing the appropriateness of the valuation model used by management and testing its mathematical accuracy, and (ii) evaluating the reasonableness of the Company’s discount rate by comparing the inputs used by management to publicly available market data.

Cable Franchise Rights Impairment Assessment

As described in Notes 2 and 7 to the financial statements, the Company’s indefinite-lived cable franchise rights are $64.3 million as of December 31, 2025.

The Company assesses its cable franchise rights for impairment annually on October 1, or more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the cable franchise rights’ carrying value exceeds its estimated fair value.

In connection with the annual impairment evaluation, the Company performed a quantitative analysis which involved estimating the fair value of the cable franchise rights.

Management used a Greenfield Model, which is a valuation method under the income approach.

Under this approach, fair value is based on estimated after-tax discounted future cash flows, assuming an initial hypothetical start-up operation maturing into an average performing operation with similar rights.

The valuation technique used by management included theoretical assumptions of the costs that would be incurred to start-up operations when the only owned asset is the cable franchise right and the associated revenues, operating margins and capital expenditures expected to be incurred in the start-up years, which are inherently judgmental.

We identified the cable franchise rights impairment assessment as a critical audit matter because of the significant estimates and assumptions management used in the impairment assessment.

Auditing management’s judgments used in the impairment assessment regarding forecasts of future revenue, operating margins, capital expenditures, and determining the discount rate applied to those cash flows involved a high degree of auditor judgment and increased audit effort, including the use of our valuation specialist, due to the impact these assumptions could have on the accounting estimate.

Our audit procedures related to the Company’s cable franchise rights impairment assessment included the following, among others:

• Obtaining an understanding of the relevant controls related to the Company’s cable franchise rights impairment assessment, and tested such controls for design and operating effectiveness, including controls over management’s review of the significant assumptions described above

• Testing management’s process for developing the forecasts by (i) understanding management’s process for developing the forecasted revenue growth rates, forecasted margins, and forecasted capital expenditures during the start-up and growth phases, (ii) testing the completeness, accuracy, and relevance of the underlying data used by management in the forecasted cash flows, and (iii) comparing the significant assumptions described above to historical results and to forecasted information included in external industry reports.

• Utilizing our valuation professionals to assist in (i) assessing the appropriateness of the valuation model method used by management and testing its mathematical accuracy, and (ii) evaluating the reasonableness of the Company’s discount rate by comparing the inputs used by management to publicly available market data.

/s/ RSM US LLP

2 unchanged sentences

February 26, 2026

Table of Conten t s

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements of the Company and our report dated February 20, 2025 expressed an unqualified opinion.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Horizon Acquisition Parent LLC and subsidiaries (“Horizon”) from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a business combination during the second quarter of 2024.

We have also excluded Horizon from our audit of internal control over financial reporting.

Horizon is a wholly owned subsidiary whose total assets and revenue represent approximately 27% and 14%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements of the Company and our report dated February 26, 2026 expressed an unqualified opinion.

Basis for Opinion

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February 26, 2026

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

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Cash and cash equivalents $ 27,259 $ 46,272

Restricted cash and cash equivalents 20,945 —

Accounts receivable, net of allowance for credit losses of $ 829 and $ 1,156 , respectively

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Prepaid expenses and other 15,198 17,282

Current assets held for sale — 561

Total current assets 97,443 94,520

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Property, plant and equipment, net 1,601,609 1,438,538

Goodwill and intangible assets, net 157,723 81,123

Goodwill 67,538 67,055

Intangible assets, net 89,353 90,668

Operating lease right-of-use assets 19,657 19,548

Deferred charges and other assets 18,652 14,235

Non-current assets held for sale — 68,915

Total assets $ 1,910,762 $ 1,740,273

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Accrued liabilities and other 14,079 12,100

Current liabilities held for sale — 3,602

Total current liabilities 108,496 114,571

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Other liabilities 32,340 33,525

Non-current liabilities held for sale — 54,213

Total other long-term liabilities 204,740 216,980

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See accompanying notes to consolidated financial statements.

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SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

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Restructuring, integration and acquisition 1,173 14,509 2,915

Impairment expense 382 2,552 5,241

Depreciation and amortization 131,613 98,835 65,920

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Total income from discontinued operations, net of tax — 222,174 7,022

Net income (loss) 193,817 8,038 ( 8,379 )

Net (loss) income ( 32,943 ) 193,817 8,038

Dividends on redeemable noncontrolling interest 6,449 3,429 —

Net income (loss) attributable to common shareholders $ 190,388 $ 8,038 $ ( 8,379 )

Net income (loss) per share attributable to common shareholders, basic and diluted:

Net (loss) income attributable to common shareholders $ ( 39,392 ) $ 190,388 $ 8,038

Net (loss) income per share attributable to common shareholders, basic and diluted:

Basic - (Loss) income from continuing operations $ ( 0.71 ) $ ( 0.59 ) $ 0.02

Basic - Income from discontinued operations, net of tax — 4.13 0.14

Basic net income (loss) per share $ 3.54 $ 0.16 $ ( 0.17 )

Basic net (loss) income per share $ ( 0.71 ) $ 3.54 $ 0.16

Diluted - (Loss) income from continuing operations $ ( 0.71 ) $ ( 0.59 ) $ 0.02

Diluted - Income from discontinued operations, net of tax — 4.13 0.14

Diluted net income (loss) per share $ 3.54 $ 0.16 $ ( 0.17 )

Diluted net (loss) income per share $ ( 0.71 ) $ 3.54 $ 0.16

Weighted average shares outstanding, basic 55,100 53,722 50,396

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See accompanying notes to consolidated financial statements.

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SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Years Ended December 31, 2025 , 2024 and 2023

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2025 2024 2023

Net income (loss) $ 193,817 $ 8,038 $ ( 8,379 )

Net (loss) income $ ( 32,943 ) $ 193,817 $ 8,038

Other comprehensive income (loss):

Net change in unrealized gain 126 1,850 1,668

Amounts reclassified to interest expense ( 1,665 ) — —

Comprehensive income (loss) 194,002 9,706 ( 8,379 )

Amounts reclassified from accumulated other comprehensive income ( 1,979 ) ( 1,665 ) —

Comprehensive (loss) income ( 34,796 ) 194,002 9,706

Dividends on redeemable noncontrolling interest 6,449 3,429 —

Comprehensive income (loss) attributable to common shareholders $ 190,573 $ 9,706 $ ( 8,379 )

Comprehensive (loss) income attributable to common shareholders $ ( 41,245 ) $ 190,573 $ 9,706

See accompanying notes to consolidated financial statements.

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SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

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Balance, December 31, 2022 — — 50,110 $ 57,453 $ 580,554 $ — $ 638,007

Net loss — — — — ( 8,379 ) — ( 8,379 )

Net income — — — — 8,038 — 8,038

Unrealized gain on interest rate hedge, net of tax — — — — — 1,668 1,668

Dividends declared — — — — ( 4,523 ) — ( 4,523 )

Stock-based compensation — — 231 10,823 — — 10,823

Common stock issued — — 2 44 — — 44

Shares surrendered for settlement of employee taxes upon issuance of vested equity awards — — ( 71 ) ( 1,387 ) — — ( 1,387 )

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Unrealized gain on interest rate hedge, net of tax — — — — — 1,850 1,850

Amounts reclassified from accumulated other comprehensive income — — — — — ( 1,665 ) ( 1,665 )

Dividends declared — — — — ( 5,460 ) — ( 5,460 )

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Shares surrendered for settlement of employee taxes upon issuance of vested equity awards — — ( 89 ) ( 1,727 ) — — ( 1,727 )

Issuance of redeemable noncontrolling interest, net of financing fees paid 81 79,380 — — — — —

Preferred stock dividends - paid in kind — 3,084 — — ( 3,084 ) — ( 3,084 )

Preferred stock dividends - participating — — — — ( 345 ) — ( 345 )

Balance, December 31, 2024 81 82,464 54,605 147,733 768,997 1,853 918,583

Net income — — — — 193,817 — 193,817

Net loss — — — — ( 32,943 ) — ( 32,943 )

Unrealized gain on interest rate hedge, net of tax — — — — — 126 126

Amounts reclassified from accumulated other comprehensive income to interest expense — — — — — ( 1,665 ) ( 1,665 )

Amounts reclassified from accumulated other comprehensive income — — — — — ( 1,979 ) ( 1,979 )

Dividends declared — — — — ( 6,038 ) — ( 6,038 )

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Shares surrendered for settlement of employee taxes upon issuance of vested equity awards — — ( 84 ) ( 1,035 ) — — ( 1,035 )

Issuance of redeemable noncontrolling interest, net of financing fees paid 81 79,380 — — — — —

Preferred stock dividends - paid in kind — 6,042 — — ( 6,042 ) — ( 6,042 )

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See accompanying notes to consolidated financial statements.

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SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

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Cash flows from operating activities:

Net income $ 193,817 $ 8,038 $ ( 8,379 )

Net (loss) income $ ( 32,943 ) $ 193,817 $ 8,038

Income from discontinued operations, net of tax — 222,174 7,022

(Loss) income from continuing operations ( 32,943 ) ( 28,357 ) 1,016

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 129,677 96,908 62,878

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Government grants received 62,515 19,238 1,904

Proceeds from escrow related to business acquisition 6,471 — —

Cash disbursed for acquisition, net of cash acquired ( 5,000 ) ( 347,411 ) —

Proceeds from the sale of FCC spectrum licenses — — 17,300

Refund received for deposit on FCC spectrum leases — — 3,996

Proceeds from sale of assets and other 269 2,010 655

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Proceeds from credit facility borrowings 816,736 125,000 225,000

Payments for debt amendment costs ( 4,570 ) ( 300 ) —

Payments for debt issuance and amendment costs ( 18,691 ) ( 4,570 ) ( 300 )

Proceeds from the issuance of redeemable noncontrolling interest, net of financing fees paid — 79,380 —

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Net cash provided by financing activities 195,598 183,856 218,111

Net (decrease) increase in cash and cash equivalents ( 92,983 ) 95,194 ( 40,283 )

Cash and cash equivalents, beginning of period 139,255 44,061 84,344

Cash and cash equivalents, end of period $ 46,272 $ 139,255 $ 44,061

Net increase (decrease) in cash, cash equivalents, and restricted cash 1,932 ( 92,983 ) 95,194

Cash, cash equivalents, and restricted cash, beginning of period 46,272 139,255 44,061

Cash, cash equivalents, and restricted cash, end of period $ 48,204 $ 46,272 $ 139,255

Supplemental Disclosures of Cash Flow Information

1 unchanged sentence

See accompanying notes to consolidated financial statements.

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The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of December 31, 2025 and 2024 as shown above:

(in thousands) 2025 2024

Cash and cash equivalents

$ 27,259 $ 46,272

Restricted cash

Cash, cash equivalents, and restricted cash

$ 48,204 $ 46,272

See accompanying notes to consolidated financial statements.

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

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Nature of Operations

Shenandoah Telecommunications Company and its subsidiaries (collectively, “Shentel”, “we”, “our”, “us”, or the “Company”) provide broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial cable networks.

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

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

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

These integrated networks are connected by a fiber network.

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.

Horizon is a leading commercial fiber provider in Ohio and adjacent states serving national wireless providers, carriers, enterprises, and government, education and healthcare customers.

The acquisition of Horizon will allow Shentel to advance its fiber expansion strategy by doubling the size of the Company’s commercial fiber business and adding new expansion markets for its Glo Fiber business.

Refer to Note 3, Acquisition of Horizon, for more information regarding the Horizon Transaction and its impact on the Company’s financial statements.

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 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”).

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.

Table of Conten t s

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.

Refer to Note 13, Redeemable Noncontrolling Interest, for more information regarding the Series A Preferred Stock and its impact on the Company’s financial statements.

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 agents 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.

Refer to Note 10, Debt , for more information regarding the Credit Agreement.

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 Tower Transaction (the “disposal group”) are presented as held for sale in our consolidated balance sheets , and operating results

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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, 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 is no longer applicable.

Refinancing Activities

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

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

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

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

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

VFN advances will be subject to certain pro-forma leverage and debt service coverage ratios as defined in the agreements governing the securitization (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 Operations LLC (“Shentel Broadband”), a wholly-owned indirect subsidiary of the Company, entered into a new $ 175.0 million Revolving Credit Facility (the “RCF”) due December 2030 with a group of financial institutions.

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

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 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 for more information.

Virginia Fiber Acquisition

On July 9 2025, Shentel completed an acquisition of 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.

Summary of Significant Accounting Policies

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All intercompany accounts and transactions for continuing operations have been eliminated in consolidation.

Under the Accounting Standards Codification ("ASC") 810, Consolidation (“ASC 810”), the ABS Entities are considered, as a whole, a variable interest entity and are consolidated in Shentel’s consolidated financial statements because the Company is the primary beneficiary.

ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs.

Generally, the consideration of whether an entity is a VIE applies when either:

(1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity;

(2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support;

or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

The Company consolidates VIEs in which it is considered to be the primary beneficiary.

The primary beneficiary is defined as the entity having both of the following characteristics:

(1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance;

and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.

The Non-ABS Entities are contractually required to provide certain management services to support the operations of the ABS Entities.

As described in Note 1, Nature of Operations , the assets and liabilities owned by the ABS Entities and related to Shentel’s VIE arrangements are used to service the obligations under Shentel's ABS Notes and may not be freely transferred to the Non-ABS Entities.

Additionally, certain cash and cash equivalent amounts may be restricted from general use by Shentel based on covenants related to the ABS Notes.

Refer to the “ Restricted cash and cash equivalents ” section within this note for further information on accounting for such restrictions.

The assets and liabilities related to Shentel’s VIE arrangements included in the Company’s consolidated balance sheets were as follows:

(in thousands) December 31,

Restricted cash and cash equivalents $ 20,945

Accounts receivable 12,580

Prepaid expenses and other 5,344

Property, plant and equipment, net 793,874

Intangible assets, net 8,234

Operating lease right-of-use assets 10,199

Deferred charges and other assets 129,635

Total assets $ 980,811

Current liabilities:

Accounts payable $ 7,561

Advanced billings and customer deposits 8,953

Current operating lease liabilities 1,236

Accrued liabilities and other 2,658

Long-term debt, less current maturities, net of unamortized loan fees 554,288

Non-current operating lease liabilities 4,925

Other liabilities 28,703

Total liabilities $ 608,324

Use of estimates:

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Revenue recognition:

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”).

The Company provides broadband data, video and voice services to residential, small and midsize businesses (“SMB”) 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.

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

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

The Company provides broadband data, video and voice services to residential, small and midsize businesses (“SMB”) and commercial customers in Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and HFC cable networks.

Transaction price is measured as the amount billed, which is generally determined by list prices for goods and services less discounts offered.

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The three levels of inputs used to measure fair value are (i) observable inputs, such as quoted prices in active markets (level 1);

(ii) inputs other than

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quoted prices in active markets that are observable either directly or indirectly (level 2);

(ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (level 2);

and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (level 3).

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The fair value of these assets is determined with valuation techniques using the best information available and may include quoted market prices, market comparables or discounted cash flow models.

The carrying amounts reported in the Company’s consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these financial instruments.

The carrying amount of the Company’s long-term debt, which have a floating interest rate, approximates fair value.

The Company’s interest rate swaps are marked to market on a quarterly basis and are presented on the consolidated balance sheets at fair value.

As described in more detail in Note 3, Acquisition of Horizon , Shentel determined the fair values of assets acquired and liabilities assumed as a result of the Horizon Acquisition as of the acquisition date.

The carrying amounts reported in the Company’s consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these financial instruments.

As described in more detail in Note 3, Acquisitions , Shentel determined the fair values of assets acquired and liabilities assumed as a result of acquisitions of businesses as of the acquisition date.

Cash and cash equivalents:

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Generally, such investments are in excess of FDIC or SIPC insurance limits.

Restricted cash and cash equivalents:

Restricted cash and cash equivalents represent funds that are restricted for an obligation under the ABS Notes to maintain certain reserves for interest, fees and other network operating expenses.

Allowance for credit losses:

Accounts receivable have been reduced by an allowance for amounts that may be uncollectible in the future.

This estimated allowance is based primarily on the aging category, historical collection experience and management’s evaluation of the financial condition of the customer.

This estimated allowance is based primarily on aging, historical collection experience and management’s evaluation of the financial condition of the customer.

The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses generally when the account is turned over for collection to an outside collection agency.

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The SERP’s investments were designated as trading securities and will be liquidated and paid out to the participants six months after retirement.

The benefit obligation to participants is always equal to the value of the SERP assets under ASC 710, Compensation .

The benefit obligation to participants is always equal to the value of the SERP assets under ASC 710, Compensation (ASC 710).

Changes to the investments’ fair value are presented in other income, net, while the reciprocal changes in the liability representative of compensatory expense, are presented in selling, general and administrative expense in the Company’s consolidated statements of operations.

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Depreciation is calculated on the straight-line method over the estimated useful lives of the assets.

Labor costs associated with customer installation activities at existing service locations are expensed as incurred under

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industry specific guidance.

Labor costs associated with customer installation activities at existing service locations are expensed as incurred under industry specific guidance.

Leasehold improvements are amortized over the lesser of their useful lives or respective lease terms.

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Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired.

Cable franchise rights represent the value attributed to our non-exclusive right to provide video services in a specified area.

Cable franchise rights represent the value attributed to our non-exclusive right to operate in and provide services in a specified area.

Spectrum licenses issued by the Federal Communications Commission (“FCC”) provide us with either an exclusive or priority access right to utilize designated radio frequency spectrum within specific geographic service areas to provide wireless communication services.

While some cable franchises and spectrum licenses are issued for a fixed time period (generally ten years and up to fifteen years , respectively), renewals have been granted routinely and at a nominal cost.

The Company believes it will be able to meet all requirements necessary to secure renewal of its cable franchise rights and spectrum licenses.

Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our cable franchises or spectrum licenses and, as a result, we account for cable franchise rights and spectrum licenses as indefinite-lived intangible assets.

Indefinite-lived intangible assets are not amortized but rather, are subject to impairment testing annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

Indefinite-lived intangible assets are not amortized but rather, are subject to impairment testing annually, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

Goodwill is evaluated for impairment based on the identification of reporting units.

Our reporting unit aligns with our one reportable segment.

We evaluated goodwill for impairment on October 1, 2024 using a quantitative assessment.

This assessment estimated the fair values of our reporting unit primarily based on a discounted cash flow analysis that included market participant estimates of future cash flows expected to be generated by the business.

Shentel evaluated goodwill for impairment on October 1, 2025 using a quantitative assessment.

This assessment estimated the fair value of our reporting unit primarily based on a discounted cash flow analysis that included market participant estimates of future cash flows expected to be generated by the business.

We also considered the reconciliation of the Company's market capitalization to the reporting unit value and consideration of an appropriate control premium.

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

We evaluated cable franchise rights and spectrum licenses for impairment on October 1, 2024 primarily on the basis of qualitative factors to determine whether the existence of events or circumstances lead us to conclude that it is more likely than not that goodwill or our indefinite life intangibles has been impaired.

Our consideration of qualitative factors included but was not limited to macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows, and market capitalization trends.

We concluded that there were no indicators that impairment of our reporting unit or indefinite-lived intangible assets was more likely than not.

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

The quantitative assessment for cable franchise rights estimated the fair value using 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 significant assumptions used to develop this estimate included revenue growth, the amount and timing of capital expenditures, EBITDA margins and the discount rate utilized.

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.

The quantitative assessment for spectrum licenses estimated the fair value using a market approach, which observed pricing of recent sales of similar assets.

As a result of this assessment, management concluded that the estimated fair value of the spectrum licenses was equal to the carrying value.

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

Long-lived assets:

Finite-lived intangible assets, property, plant, and equipment, and other long-lived assets held for use are amortized or depreciated over their estimated useful lives, as summarized in the respective notes below.

These assets are evaluated for impairment based on the identification of asset groups.

Our asset groups align with our reportable segments.

These assets are evaluated for impairment based on the identification of one consolidated asset group.

We evaluated our asset groups for impairment during the fourth quarter of 2025 and concluded that there were no indicators that an asset group impairment was more likely than not .

Asset retirement obligations:

Certain of the Company’s lease agreements contain provisions requiring the Company to restore facilities or remove property in the event that the lease agreement is not renewed.

The Company records an estimate for the cost to comply with these provisions based on what a willing third party would charge for the retirement activity on the date of recognizing the asset retirement obligation.

Upon retirement of the related asset and performance of the asset retirement activities, the Company derecognizes the asset retirement obligation and records a gain or loss to reflect the difference between the Company’s estimate and the actual cost to retire the asset.

Current ARO liabilities are recorded in accrued liabilities and other in the Company’s consolidated balance sheets and noncurrent ARO liabilities are presented in the consolidated balance sheets as “other liabilities.”

Debt issuance costs:

Shentel records debt issuance costs on the Company’s consolidated balance sheets for incremental costs that are directly attributable to the issuance of debt.

Debt issuance costs are recorded and presented as either assets or contra-liabilities in prepaid expenses and other, deferred changes and other assets, current maturities of long-term debt, net of unamortized loan fees, or long-term debt, less current maturities, net of unamortized loan fees.

Debt issuance costs recorded and presented as an asset represent amounts allocated to undrawn commitments, while debt issuance costs recorded and presented as a contra-liability represent amounts allocated to outstanding borrowed amounts.

Debt issuance costs recorded as assets are amortized on a straight-line basis.

Debt issuance costs recorded as contra-liabilities are amortized based on the effective interest method along with the associated borrowing.

Benefit plan obligations:

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Total $ 4,150 $ 4,945

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Prior to the acquisition of Horizon, Shentel maintained a supplemental executive retirement plan for certain employees (the “Shentel SERP”).

The Shentel SERP is a benefit plan that provides deferred compensation to certain employees which holds investments in a rabbi trust as a source of funding for future payments under the plan.

The Shentel SERP’s investments were designated as trading securities and will be liquidated and paid out to the participants upon retirement.

The benefit obligation to participants is always equal to the value of the Shentel SERP assets under ASC 710, Compensation.

Shentel maintains a supplemental executive retirement plan for certain employees (the “SERP”).

The SERP is a benefit plan that provides deferred compensation to certain employees which holds investments in a rabbi trust as a source of funding for future payments under the plan.

The SERP’s investments were designated as trading securities and will be liquidated and paid out to the participants upon retirement.

The benefit obligation to participants is always equal to the value of the Funded SERP assets under ASC 710 .

Prior to December 31, 2023, Shentel maintained a frozen defined benefit plan.

On October 13, 2021, Shentel’s Board of Directors adopted a resolution to terminate its pension plan.

The Company terminated the pension plan and all benefits were distributed in June 2023 through the combination of lump sum payments and the purchase of non-participating annuity contracts at the option of the pension plan participants.

The Company made an additional $ 2.9 million contribution from its cash balance as a result of the settlement and recognized a settlement gain of $ 0.7 million in other income (expense) for the year ended December 31, 2023.

During the year ended December 31, 2024, Shentel acquired four plans in conjunction with the acquisition of Horizon.

These plans included one unfunded supplemental executive retirement plan, one frozen unfunded postretirement medical benefits plan and two frozen defined benefit plans.

Including the plan acquired from Horizon, both of Shentel’s postretirement medical benefits plans represent frozen, unfunded, defined benefit plans.

Shentel also maintains two frozen unfunded postretirement medical benefits plans and two frozen defined benefit plans.

Both of Shentel’s postretirement medical benefits plans represent frozen, unfunded, defined benefit plans.

The total postretirement plan liability was determined using discount rates of 5.4 % and 5.5 % as of December 31, 2025 and 2024, respectively.

The total fair value of pension plan assets was $ 21.2 million as of December 31, 2025.

These investments were held in pooled investment funds and were valued based on their respective net asset values per share.

The pension plan projected benefit obligations was $ 20.4 million as of December 31, 2025, determined using a discount rate of 5.0 %.

The total fair value of

pension plan assets was $ 21.6 million as of December 31, 2024.

These investments were held in mutual funds and were valued based on the net asset value per share.

The pension plan projected benefit obligations was $ 21.4 million as of December 31, 2024, determined using a discount rate of 5.0 %.

The net asset position of the plans are presented in deferred charged and other assets in Shentel’s consolidated balance sheets.

The Company leases various telecommunications sites, warehouses, retail stores, and office facilities for use in our business.

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Changes in the estimate are recorded in the period in which such determination is made.

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Stock-based compensation:

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Government grants related to revenue and operations are classified as operating cash inflows and grants for capital expenditures are classified as investing cash inflows.

The Company monitors government grants for requirements to ensure that conditions related to grants have been met and there is reasonable assurance that the Company will be able to retain the grant proceeds and to ensure that any contingencies that may arise from not meeting the conditions are appropriately recognized.

arise from not meeting the conditions are appropriately recognized.

See Note 15, Government Grants for additional information.

Redeemable noncontrolling interest:

As discussed in Note 1, Nature of Operations , Shentel Broadband, a subsidiary of Shentel, issued 81,000 shares of Shentel Broadband’s Series A Preferred Stock in exchange for $ 81 million in cash.

In 2024, Shentel Broadband Holding Inc., a wholly-owned subsidiary of Shentel (“Shentel Broadband”), issued 81,000 shares of Series A Preferred Stock in exchange for $ 81 million in cash.

The Series A Preferred Stock has a par value of $ 0.01 per share.

As of December 31, 2025, 100,000 shares of the Series A Preferred Stock were authorized for issuance and 81,000 shares of the Series A Preferred Stock were outstanding.

The Series A Preferred Stock is exchangeable at the option of the holder of the Series A Preferred Stock (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”).

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”).

Beginning two years after April 1, 2024 (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.

Shentel has applied the guidance in ASC 480‑10‑S99‑3A, “SEC Staff Announcement:

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Accounting for acquisitions:

The Company accounts for acquisitions by using the acquisition method of accounting, in accordance with ASC 805, Business Combinations .

The Company accounts for acquisitions by using the acquisition method of accounting, in accordance with ASC 805, Business Combinations (ASC 805).

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.

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The CODM regularly reviews the Company’s results to assess performance and allocates resources at a consolidated level.

All of Shentel’s services are delivered through an integrated network and have similar types or classes of customers.

Furthermore, the decision to allocate resources and to upgrade the Company’s service delivery over an integrated network is performed at the consolidated level.

All of Shentel’s services are delivered through an integrated network.

Furthermore, the decision to allocate resources is made at the consolidated level.

As such, management has identified one operating segment, Broadband, which is the Company’s reportable segment under this organizational and reporting structure.

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New Accounting Standards

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, “ Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, ” (“ASU 2023-06”) which aligns the disclosure and presentation requirements of a variety of the FASB’s ASC Topics with the requirements described in the SEC’s Disclosure Update and Simplification Initiative.

ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes;

these dates are unknown as of this filing.

The Company is currently assessing the impact of adopting ASU 2023-06 on the consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ,” (“ASU 2023-07”).

The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

These enhanced disclosures requirements also include, but are not limited to, the requirement to disclose other segment income and expense items, the title and the position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance.

The Company has adopted this ASU and has included the required disclosures within these financial statements.

See Note 18, Segment Information for additional information.

In December 2023, FASB issued ASU 2023-09 “Income Taxes (Topic 740), Improvements to Income Tax Disclosures ” This accounting update requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The updated disclosure requirements are to be adopted for annual periods beginning after December 15, 2024.

Early Adoption is permitted.

In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740), Improvements to Income Tax Disclosures” (“ASU 2023-09”).

This accounting update requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of

income taxes paid disaggregated by jurisdiction.

The Company has adopted this ASU and has included the required disclosures within these consolidated financial statements.

See Note 12, Income Taxes for additional information.

In November 2024, FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”).

This accounting update requires disclosure of disaggregated expense in prescribed categories underlying any relevant income statement expense caption.

The updated disclosure requirements are to be adopted for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently assessing the impact of adopting ASU 2024-03 on the consolidated financial statements and related disclosures.

The Company does not anticipate adoption will have a material impact on the financial position, results of operations, cash flows or disclosures.

Acquisition of Horizon

As discussed in Note 1, Nature of Operations , Shentel acquired 100 % of the outstanding equity interests of Horizon on April 1, 2024.

The Company expects the adoption of the standard to result in additional disaggregation of expense captions within its note disclosures.

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”).

This accounting update establishes guidance for the recognition, measurement, presentation and disclosure of government grants.

The updated requirements are effective for public business entities for annual reporting periods beginning after December 15, 2028, and interim periods therein, with early adoption permitted.

The Company is currently assessing the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.

Virginia Fiber Acquisition

On July 9, 2025, Shentel completed an acquisition of the fiber to the home (“FTTH”) assets and operations of a fiber business based in Virginia to expand its footprint.

Shentel concluded that the set of acquired assets and operations meets the definition of a business, and therefore, applied the acquisition method of accounting, in accordance with the FASB’s ASC 805, “Business Combinations.”

The total purchase price used to apply the acquisition method was $ 5.0 million.

Shentel recorded $ 3.9 million in property, plant and equipment assets, $ 0.6 million in definite-lived intangible assets and $ 0.5 million in goodwill.

Horizon Acquisition

On April 1, 2024, Shentel completed the 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 and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024).

The total purchase price used to apply the acquisition method was $ 416.2 million, which consisted of $ 349.4 million of cash consideration paid and $ 71.8 million of common stock, representing the fair value of 4,100,375 shares of Shentel’s common stock issued to a selling shareholder of Horizon.

The fair value of Shentel’s common stock issued was determined on the basis of the opening market price of the common stock on the acquisition date.

The purchase price is subject to adjustment for certain working capital adjustments and post-closing indemnities.

The cash consideration paid was primarily financed with proceeds from the sale of Shentel’s Tower Portfolio and cash on-hand.

The allocation of the purchase price was based upon management’s preliminary valuation of the fair values of tangible and intangible assets acquired and liabilities assumed in the Horizon Transaction, with the excess recorded as goodwill.

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In accordance with ASC 805, the allocation of the consideration value was subject to adjustment until the Company completed its analysis, in a period of time, but not to exceed one year after the date of acquisition, or April 1, 2025, in order to provide the Company with the time to complete the valuation of its assets and liabilities.

As of April 1, 2025, the Company completed and finalized its analysis and allocation of the consideration value to assets acquired and liabilities assumed.

In July 2025, Shentel received a $ 6.5 million refund of escrow amounts related to the original purchase price.

The allocation of the purchase price was based upon management’s valuation of the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisition of Horizon, with the excess recorded as goodwill.

(in thousands) Amount

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Net assets acquired $ 416,194

The Company recorded certain measurement period adjustments to update management’s initial estimate of acquired assets and assumed liabilities based on additional information, primarily related to acquired property, plant and equipment, acquired leases and certain liabilities assumed, resulting in a decrease to goodwill of $ 10.8 million.

Current and other assets acquired include $ 6.1 million of accounts receivable, net of allowance for credit losses of $ 0.2 million.

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The Company has included the results of the operations of Horizon for financial reporting purposes for the period subsequent to the date of acquisition.

In connection with the acquisition, Shentel incurred integration and acquisition-related costs of $ 14.3 million and $ 2.9 million related to banking, severance, information technology, representation and warranty insurance and other similar expenses for the years ended December 31, 2024 and 2023, respectively.

In connection with the acquisition, Shentel incurred integration and acquisition-related costs of $ 0.6 million, $ 14.3 million and $ 2.9 million related to banking, severance, information technology, representation and warranty insurance and other similar expenses for the years ended December 31, 2025, 2024 and 2023, respectively.

Included in these costs were $ 6.9 million of direct acquisition-related costs incurred by Shentel during the year ended December 31, 2024.

These costs are recorded in restructuring, integration and acquisition expenses in the Company’s consolidated statements of operations.

No such costs were incurred during the year ended December 31, 2022.

Horizon’s revenue of $ 47.7 million and loss before income taxes of $ 17.1 million for the period between April 1, 2024 and December 31, 2024 are included in Shentel’s consolidated statements of operations for the year ended December 31, 2024.

The unaudited pro forma results of the Company, as if the Horizon Transaction had occurred on January 1, 2023, were as follows:

The unaudited pro forma results of the Company, as if the acquisition of Horizon had occurred on January 1, 2023, were as follows:

(in thousands) 2024 2023

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$ ( 42,964 ) $ ( 16,279 )

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values of the acquired assets and assumed liabilities and the resulting depreciation and amortization charges thereon.

The pro forma disclosures shown above are based upon estimated preliminary valuations of the assets acquired and liabilities assumed as well as preliminary estimates of depreciation and amortization charges thereon, that may differ from the final fair values of the acquired assets and assumed liabilities and the resulting depreciation and amortization charges thereon.

Other pro forma adjustments include the following:

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

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

Shentel 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.”

Incumbent Broadband Markets consists of Incumbent Cable Markets and Incumbent Telephone Markets with FTTH passings.

Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets.

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

Shentel’s revenue recognized under ASC 606 vs.

ASC 842 is summarized in the following table:

(in thousands) 2025 2024 2023

Revenue from contracts with customers (ASC 606) $ 351,069 $ 322,220 $ 266,490

$ 322,220 $ 266,490 $ 246,783

Income from leasing arrangements (ASC 842) 6,785 5,838 2,641

5,838 2,641 2,128

Service revenue and other $ 357,854 $ 328,058 $ 269,131

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Shentel had $ 19.5 million and $ 27.4 million of gross trade receivables from customers as of December 31, 2025 and 2024, respectively.

Table of Conten t s

Contract Assets

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Contract Liabilities

The Company’s contract liabilities include services that are billed in advance and recorded as deferred revenue, as well as installation fees that are charged upfront without transfer of commensurate goods or services to the customer.

Shentel’s contract liabilities include services that are billed in advance and recorded as deferred revenue.

The Company typically bills service one month in advance, which is the primary component of the contract liability balance.

also recognizes installation fees that are charged upfront without transfer of commensurate goods or services to the customer.

Contract liabilities are recognized as revenue when services are provided to the customer.

The Company’s current contract liabilities are included in advanced billings and customer deposits in its consolidated balance sheets and the Company’s non-current contract liabilities are included in other liabilities in its consolidated balance sheets.

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Shentel’s non-current contract liability balances were $ 11.1 million and $ 9.5 million as of December 31, 2025 and 2024, respectively.

Shentel expects its current contract liability balances to be recognized as revenues during the twelve-month periods following the respective balance sheet dates and its non-current contract liability balances to be recognized as revenues after the twelve-month periods following the respective balance sheet dates.

No customer accounted for more than 10% of revenue for the years ended December 31, 2024, 2023, and 2022 and no customer made up more than 10% of accounts receivable at December 31, 2024 and 2023.

Shentel expects its current contract liability balances to be recognized as revenues during the twelve-month periods following the respective balance sheet dates.

The majority of Shentel’s non-current contract liability balance is expected to be recognized as revenues within approximately 5 years.

No customer accounted for more than 10% of revenue for the years ended December 31, 2025, 2024, and 2023 and no customer made up more than 10% of accounts receivable as of December 31, 2025 and 2024.

Investments consisted of the following:

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Shentel’s investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of the Company’s cost method investments with a balance of $ 12.6 million and $ 12.1 million at December 31, 2025 and 2024, respectively.

Shentel recognized approximately $ 1.7 million, $ 0.5 million and $ 0.1 million of patronage income in other income (expense) in 2024, 2023 and 2022, respectively.

Shentel recognized approximately $ 2.8 million, $ 1.7 million and $ 0.5 million of patronage income in other income, net in 2025, 2024 and 2023, respectively.

The Company expects that approximately 75 % of the patronage distributions will be collected in cash and 25 % in equity, to be paid and distributed in 2026.

Table of Conten t s

Property, Plant and Equipment

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Property, plant and equipment, net $ 1,601,609 $ 1,438,538

Property, plant and equipment, net increased due primarily to capital expenditures driven by the Company’s assets acquired as a result of the Horizon Transaction and Glo Fiber market expansion.

Property, plant and equipment, net increased primarily due to capital expenditures to support the Company’s Glo Fiber market expansion.

The Company’s accounts payable as of December 31, 2025 and 2024 included amounts associated with capital expenditures of approximately $ 55.6 million and $ 55.1 million, respectively.

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The Company disposed of fully depreciated property, plant and equipment assets, which reduced plant in service by approximately $ 22.8 million and $ 34.2 million, with a corresponding offset to accumulated depreciation and amortization, during the years ended December 31, 2025 and 2024, respectively.

In the fourth quarter of 2021, the Company ceased expansion of its Beam branded fixed wireless edge-out strategy, resulting in a phase out of operations and related assets through 2023.

Consequently, Shentel recorded impairments of its Beam property, plant and equipment balances totaling $ 1.5 million and $ 4.1 million during the years ended December 31, 2023 and 2022, respectively.

Shentel also recorded $ 7.4 million in accelerated depreciation related to these assets during the year ended December 31, 2022.

The Company also wrote off $ 7.4 million plant under construction inventory assets during the year ended December 31, 2025.

The write-off related to plant under construction inventory assets that are no longer planned to be used.

These amounts are presented in depreciation and amortization in the Company’s consolidated statements of operations.

Goodwill and Intangible Assets

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Total goodwill and intangible assets $ 188,100 $ ( 31,209 ) $ 156,891 $ 186,994 $ ( 29,271 ) $ 157,723

Table of Conten t s

Shentel recognized $ 63.8 million of goodwill, $ 14.0 million of subscriber relationships and $ 0.2 million of other intangible assets as a result of the purchase price allocation related to the Horizon Transaction.

The goodwill recognized primarily consists of synergies expected from combining the operations of Horizon and Shentel and intangible assets acquired that do not qualify for separate recognition, including an assembled workforce.

None of the goodwill recognized is expected to be deductible for income tax purposes.

Amortization expense was $ 1.9 million, $ 1.5 million and $ 0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Broadband contract acquisition costs 3,818 3,165

Interest rate swaps 1,766 1,443

Other 4,325 6,680

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Broadband contract acquisition costs $ 9,288 $ 7,086

Interest rate swaps 721 798

Prepaid expenses and other 9,364 7,149

Deferred charges and other assets $ 18,652 $ 14,235

Table of Conten t s

Accrued liabilities and other, classified as current liabilities, included the following:

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Noncurrent portion of deferred revenue $ 27,246 $ 26,809

Noncurrent portion of finance leases 1,567 1,395

Other 5,094 6,716

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During 2024, as a result of the Horizon Transaction, we implemented an integration plan in which certain employees were notified their positions were being eliminated.

Shentel incurred $ 2.9 million in severance expense, included in restructuring, integration and acquisition expense in the consolidated statements of operations, and made $ 2.1 million in severance payments for the year ended December 31, 2024.

The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.

Shentel incurred $ 2.9 million in severance expense for the year ended December 31, 2024 related to this integration, included in restructuring, integration and acquisition expense in the consolidated statements of operations, and made $ 0.8 million and $ 2.1 million in severance payments for the years ended December 31, 2025 and 2024, respectively.

The Company leases various broadband network sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.

The components of lease costs were as follows:

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(1) Operating lease expense is presented in cost of service or selling, general and administrative expense based on the use of the relevant facility.

Table of Conten t s

The following table summarizes the expected maturity of lease liabilities at December 31, 2025:

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Total $ 32,264

Table of Conten t s

Shentel Broadband Operations LLC, an indirect wholly owned subsidiary of Shentel, has a credit agreement which contains (i) a $ 150 million revolving credit facility (the “Revolver”) and $ 525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with Revolver, the “Credit Agreement”).

As of December 31, 2024, the availability under our Revolver and the Term Loans was $ 243.0 million.

The following loans were outstanding under the Credit Agreement:

(in thousands) December 31,

Shentel’s outstanding long-term debt obligations as of December 31, 2025 and 2024 are as follows:

(in thousands) Interest Rates December 31,

2025 December 31,

Term loan A-1 $ 144,451 $ 150,000

Term loan A-2 148,506 150,000

Term loan A-3 125,000 —

Shentel Issuer Class A-2 Notes 5.64 % $ 489,142 $ —

Shentel Issuer Class B Notes 6.03 % 78,263 —

Shentel Broadband RCF Floating (1)

Shentel Broadband Term loan A-1 Floating (1)

Shentel Broadband Term loan A-2 Floating (1)

Shentel Broadband Term loan A-3 Floating (1)

Total debt 642,405 417,957

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Total debt, net of unamortized loan fees $ 628,237 $ 416,879

The Term Loans bear interest at one-month term SOFR plus a margin.

(1) The RCF bears interest at one-month term SOFR plus a margin.

The margin is variable and determined by the Company’s net leverage ratio.

Interest is paid monthly.

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

Shentel is charged commitment fees on unutilized portions of its Revolver and Term Loans.

This interest rate was 6.19 % at December 31, 2025.

The term loans outstanding in the prior year bore interest at one-month term SOFR plus a margin.

The margin was variable and determined by the Company’s net leverage ratio.

The weighted-average interest rate was 6.42 % as of December 31, 2024

Refinancing activities

Shentel Broadband, an indirect wholly owned subsidiary of Shentel, had a credit agreement which contained (i) a $ 150 million revolving credit facility (the “Revolver”) and $ 525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with Revolver, the “Previous Credit Agreement”).

On December 5, 2025, Shentel completed a refinancing of the Previous Credit Agreement which resulted in the issuance of the ABS Notes and the RCF loans and the repayment of the outstanding long-term debt obligation under the Previous Credit Agreement.

The ABS Notes include $ 489.1 million and $ 78.3 million in borrowed Class A-2 Notes and Class B Notes, respectively.

In connection with the same ABS Indenture, Shentel Issuer issued the VFN and the LFN which have undrawn borrowing commitments of $ 175.0 million and $ 25.0 million, respectively.

As of December 31, 2025, the available capacity of the VFN was $ 44.3 million.

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) 6.25 x multiple.

The RCF has a borrowing capacity of $ 175.0 million, of which Shentel initially borrowed $ 75.0 million.

Shentel used a portion of the proceeds from the issuance of the ABS Notes and the RCF to settle the outstanding principal on the Company’s Previous Credit Agreement.

Shentel evaluated the repayment of principal on the Company’s Previous Credit Agreement and concluded that the majority of the repayment represented an extinguishment of the Previous Credit Agreements, resulting in a $ 1.2 million loss on extinguishment recorded in other income, net in the Company’s consolidated statements of operations.

A portion of the Revolver that was refinanced via the proceeds of the RCF was deemed to represent an increase in borrowing capacity, as defined in ASC 470-50-40-21.

Consequently, unamortized debt issuance costs related to this portion of the Revolver remained on Shentel’s balance sheet and will now be amortized over the life of the RCF.

In connection with the issuance of the ABS Notes and the RCF, the Company incurred debt issuance costs of $ 18.7 million.

The debt issuance costs were allocated to the various tranches of the ABS Notes and the RCF based on the relative fair value of each tranche.

Approximately $ 4.5 million of the debt issuance costs were allocated to undrawn portions of the ABS Notes and RCF and are consequently recorded in prepaid expenses and other and deferred charges and other assets on Shentel’s consolidated balance sheet.

The carrying amounts of the Company’s long-term debt under the Previous Credit Agreements, which had floating interest rates, approximated their fair values.

Similarly, the carrying amount amounts of the Company’s RCF, which has a floating interest rate, approximates its fair value.

The fair values of Shentel’s the Class A-2 Notes and Class B Notes were as follows:

(in thousands) December 31,

Shentel Issuer Class A-2 Notes $ 494,278

Shentel Issuer Class B Notes 77,676

Commitment fees

Shentel is charged commitment fees on unutilized portions of its debt.

The Company recorded $ 0.8 million, $ 0.9 million and $ 0.5 million related to these fees for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in interest expense in the consolidated statements of operations.

Interest Expense

Shentel pays interest on a monthly basis.

Interest expense recorded in Shentel’s consolidated statements of operations consisted of the following for the years ended:

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$ 25,374 $ 15,897 $ 4,212

The Credit Agreement includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.

Shentel’s 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.

The following table summarizes the expected payments of Shentel’s outstanding borrowings as of December 31, 2024:

(in thousands) Amount

Total $ 417,957

Shentel has not made any borrowings under its Revolver as of December 31, 2024.

In the event borrowings are made in the future, the entire outstanding principal amount borrowed is due June 30, 2026.

Although no borrowings have been executed under the Revolver, Shentel has executed letter of credit arrangements totaling $ 7.0 million that reduce the available balance of the Revolver.

The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information government grant program, discussed further

Table of Conten t s

in Note 15, Government Grants .

Maturity dates and other information

Shentel Broadband’s debt includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.

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

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

If Shentel has not repaid or refinanced any of the ABS Notes prior to the relevant ARD, the ABS Indenture requires mandatory prepayment of Note principle 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.

Amortization on Shentel Issuer’s ABS Notes could be required prior to ARD if Shentel Issuer’s debt service coverage ratio is below certain thresholds in the ABS Indenture.

Shentel Issuer 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 December 2030, subject to the satisfaction of certain conditions.

Amounts borrowed under the LFN do not have an anticipated repayment date and have a final maturity date of December 2055.

Shentel’s RCF matures on December 5, 2030.

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

Shentel has executed letter of credit arrangements totaling $ 7.2 million that reduce the available balance of the RCF.

The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information government grant program, discussed further in Note 15, Government Grants .

These amounts are not considered borrowed, as no cash has been disbursed to Shentel or other parties.

The Credit Agreement is fully secured by a pledge and unconditional guarantee from the Company and all of its subsidiaries, except Shenandoah Telephone Company.

This provides the lenders a security interest in substantially all of the assets of the Company.

The ABS Notes and the VFN are guaranteed by each ABS Asset Entity and the ABS Issuer’s parent, Shentel Guarantor LLC (each, a “Notes Guarantor”), and such guarantees and the ABS Notes are secured by security interests in the equity interests the ABS Issuer and substantially all of the assets of the ABS Issuer and the other ABS Entities.

The ABS Entities are not in any way liable for the obligations of Shentel or its subsidiaries under Shentel’s other debt agreements.

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

The RCF is fully secured by a pledge and unconditional guarantee from substantially all of Shentel Broadband’s subsidiaries, excluding the ABS Entities.

This provides the lenders a security interest in substantially all of the assets of the Company, excluding assets held by the ABS Entities.

Derivatives and Hedging

During the second quarter of 2023, Shentel entered into pay fixed ( 2.90 %), receive variable (one-month term SOFR) interest rate swaps totaling $ 150.0 million of notional principal (the “Swaps”).

The Swaps contain monthly payment terms that became effective in May 2024, which extend through their maturity dates in June 2026.

The Swaps are designated as cash flow hedges, representing 50 % of the Company’s outstanding debt under Term Loan A-1 and Term Loan A-2.

The Company uses the Swaps to manage its exposure to interest rate risk for its long-term variable-rate Term Loans.

The Swaps were determined to be highly effective hedges and therefore all change in the fair value of the Swaps was recognized in accumulated other comprehensive income.

The Swaps contained monthly payment terms that became effective in May 2024 and were expected to continue through their maturity dates in June 2026.

The Swaps were designated as cash flow hedges, representing 50 % of the Company’s outstanding debt under Term Loan A-1 and Term Loan A-2.

The Company used the Swaps to manage its exposure to interest rate risk for its long-term variable-rate Term Loans.

Prior to August 2025, the Swaps were determined to be highly effective hedges and therefore all change in the fair value of the Swaps was recognized in accumulated other comprehensive income.

In August 2025, certain future interest rate payments that represent forecasted hedged transactions became probable of not occurring.

Amounts related to these forecasted hedged transactions were reclassified from accumulated other comprehensive income on the Company’s consolidated balance sheets to other income, net in the Company’s consolidated statements of operations.

Concurrently with the repayment of the Term Loans in December 2025, Shentel terminated the Swaps and received a final settlement payment of approximately $ 0.6 million.

Consequently, all balances related to the Swaps were derecognized during the year ended December 31, 2025.

The table below presents the fair value of the Swaps as well as their classification in the consolidated balance sheets.

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(in thousands) December 31,

2024 December 31,

Balance sheet line items containing derivative financial instruments:

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The table below summarizes changes in accumulated other comprehensive income by component:

(in thousands) Gain on Swaps

Income tax expense

Accumulated Other Comprehensive Income, net of taxes

(in thousands) Gain on Swaps Income tax expense Accumulated Other Comprehensive Income, net of taxes

Balance as of December 31, 2024 $ 2,487 $ ( 634 ) $ 1,853

Net change in unrealized gain 173 ( 47 ) 126

2,420 ( 570 ) 1,850

Amounts reclassified to interest expense

( 2,174 ) 509 ( 1,665 )

Amounts reclassified from accumulated other comprehensive income ( 2,660 ) 681 ( 1,979 )

Net current period other comprehensive income (loss) ( 2,487 ) 634 ( 1,853 )

Balance as of December 31, 2025 $ — $ — $ —

(in thousands) Gain on Swaps

Income tax expense

Accumulated Other Comprehensive Income, net of taxes

(in thousands) Gain on Swaps Income tax expense Accumulated Other Comprehensive Income, net of taxes

Balance as of December 31, 2023 $ 2,241 $ ( 573 ) $ 1,668

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2,420 ( 570 ) 1,850

Amounts reclassified from accumulated other comprehensive income ( 2,174 ) 509 ( 1,665 )

Net current period other comprehensive income (loss) 246 ( 61 ) 185

Balance as of December 31, 2024 $ 2,487 $ ( 634 ) $ 1,853

Table of Conten t s

(in thousands) Gain on Swaps Income tax expense Accumulated Other Comprehensive Income, net of taxes

Balance as of December 31, 2022 $ — $ — $ —

Net change in unrealized gain 2,241 ( 573 ) 1,668

Balance as of December 31, 2023 $ 2,241 $ ( 573 ) $ 1,668

The Company files a consolidated U.S.

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Effective tax rate 21.3 % 25.4 % 33.0 %

A reconciliation of income tax (benefit) expense determined by applying the federal and state tax rates to (loss) income from continuing operations before income taxes is as follows:

As further described in Note 2, Summary of Significant Accounting Policies , the Company has elected to prospectively adopt the guidance in ASU No.

The following table is a reconciliation of income tax (benefit) expense determined by applying the federal and state tax rates to (loss) income from continuing operations before income taxes for the year ended December 31, 2025:

(in thousands) Amount Percent

Expected tax (benefit) expense at federal statutory $ ( 8,790 ) 21.0 %

State income tax (benefit) expense, net of federal tax effect 1

( 1,399 ) 3.3 %

Nontaxable and nondeductible items:

Excess tax deficiency from share-based compensation 1,142 ( 2.7 ) %

134 ( 0.3 ) %

Income tax (benefit) expense $ ( 8,913 ) 21.3 %

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For the year ended December 31, 2025, Virginia made up greater than 50% of the state income taxes in this category.

A reconciliation of income tax (benefit) expense determined by applying the federal and state tax rates to (loss) income from continuing operations before income taxes for the years ended December 31, 2024 and 2023, is as follows:

Years Ended December 31,

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Income tax (benefit) expense $ ( 9,670 ) $ 501

The change in effective tax rate between 2024 and 2023 was primarily a result of a valuation allowance in 2023.

The following table presents income taxes paid (net of refunds received) by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:

(in thousands) Income Taxes Paid

Federal $ 936

US state and local

Pennsylvania 930

Total $ 2,050

The Company received $ 1.3 million and $ 25.6 million in cash refunds for income taxes for the years ended December 31, 2024 and 2023, respectively.

The Company received no cash refunds for the year ended December 31, 2022.

The Company’s paid $ 8.4 million, $ 0.1 million, and $ 0.1 million in income taxes for the years ended December 31, 2024, 2023 and 2022, respectively.

Table of Conten t s

The Company paid $ 8.4 million, and $ 0.1 million in income taxes for the years ended December 31, 2024 and 2023, respectively.

Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply in the year of reversal or settlement and arise from temporary differences between the US GAAP and tax bases of the following assets and liabilities:

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The Company also had approximately $ 187.3 million of state net operating losses, most of which can be carried forward indefinitely.

The Company’s income tax expense (benefit) for the years ended December 31, 2023 and 2022 included tax expense of $ 0.5 million and $ 0.6 million, respectively, for the valuation allowance on deferred tax assets related to federal net operating losses expected to expire unused.

The Company recorded no valuation allowances for the year ended December 31, 2024.

Company’s income tax expense (benefit) for the year ended December 31, 2023 included tax expense of $ 0.5 million for the valuation allowance on deferred tax assets related to federal net operating losses expected to expire unused.

The Company recorded no valuation allowances for the year ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits.

The Company’s returns are generally open to examination from 2022 forward.

The net operating losses acquired from nTelos are open to examination from 2005 forward and the net operating losses acquired from Horizon are open to examination from 2013 forward.

The net operating losses acquired from Horizon are open to examination from 2013 forward.

The Company is currently involved in one state income tax audit and no federal income tax audits as of December 31, 2025.

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 the Company’s effective tax rate for the year ended December 31, 2025.

Redeemable Noncontrolling Interest

As discussed in Note 1, Nature of Operations , the Company must pay either a cash or PIK Dividend related to the Series A Preferred Stock on a quarterly basis.

The Company paid two PIK Dividends during the year ended December 31, 2024, resulting in a $ 3.1 million increase in the liquidation preference of the Series A Preferred Stock resulting in a liquidation preference of $ 84.1 million as of December 31, 2024.

As discussed in Note 2, Summary of Significant Accounting Policies , the Company must pay either a cash or PIK Dividend related to the Series A Preferred Stock on a quarterly basis.

The Company paid four PIK Dividends during the year ended December 31, 2025, resulting in a $ 6.0 million increase in the liquidation preference.

The Company paid two PIK Dividends during the year ended December 31, 2024, resulting in a $ 3.1 million increase in the liquidation preference.

The liquidation preference was $ 90.1 million and $ 84.1 million as of December 31, 2025 and 2024, respectively.

The Series A Preferred Stock also participates in dividends paid to common shareholders on an “as-converted” basis.

As such, the Company paid $ 0.3 million in participating dividends to the Series A Preferred Stock shareholder during the year ended December 31, 2024.

As described in Note 1, Nature of Operations , 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 such, the Company paid $ 0.4 million and $ 0.3 million in participating dividends to the Series A Preferred Stock shareholder during the years ended December 31, 2025 and 2024, respectively.

As described in Note 2, Summary of Significant Accounting Policies , 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 of December 31, 2025, the Series A Preferred Stock was exchangeable for 3,678,627 shares of Common Stock.

Table of Conten t s

Stock Compensation and Earnings per Share

The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) allowed for the grant of equity based incentive compensation to all employees.

The 2014 Plan authorized grants of up to an additional 4,200,000 shares over a ten-year period beginning in 2014.

The 2014 Plan expired on February 18, 2024 and the Company’s Board of Directors approved the resolution to adopt the 2024 Equity Incentive Plan (the “2024 Plan”) on February 13, 2024, to be effective on March 1, 2024.

The 2024 Plan was approved by the Company’s shareholders at the 2024 Annual Shareholder Meeting.

The Company’s 2024 Equity Incentive Plan (the “Plan”) allows for the grant of equity based incentive compensation to all employees.

The Plan authorizes grants of up to an additional 3,000,000 shares over a ten-year period.

Under the 2014 Plan and the 2024 Plan, grants may take the form of stock awards, awards of options to acquire stock, stock appreciation rights and other forms of equity based compensation.

Under the Plan, grants may take the form of stock awards, awards of options to acquire stock, stock appreciation rights and other forms of equity based compensation.

As of December 31, 2025, the only forms of stock awards outstanding are restricted stock units (“RSUs”) and Relative Total Shareholder Return RSUs (“RTSRs”) and there were 2,019,617 shares available for future issuance under the Plan.

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Outstanding awards, December 31, 2025

1,187 $ 15.39

The total fair value of RSUs vested was $ 4.4 million during the year ended December 31, 2025.

Table of Conten t s

Activity related to the Company’s RTSRs was as follows:

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Granted 134 23.64

( 46 ) $ 33.83

Forfeited ( 13 ) 36.27

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Granted 136 22.30

( 30 ) $ 36.27

Forfeited ( 138 ) 25.74

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Granted 246 12.31

( 32 ) $ 34.05

Forfeited ( 74 ) 21.93

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As of December 31, 2025, there was $ 6.8 million of total unrecognized compensation cost related to non-vested incentive awards which is expected to be recognized over weighted average period of 2.2 years.

Table of Conten t s

The following table indicates the computation of basic and diluted earnings (loss) per share:

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(in thousands, except per share amounts) 2025 2024 2023

Calculation of net income (loss) per share:

Calculation of net (loss) income per share:

(Loss) income from continuing operations $ ( 32,943 ) $ ( 28,357 ) $ 1,016

Income from discontinued operations, net of tax — 222,174 7,022

Net income (loss) $ 193,817 $ 8,038 $ ( 8,379 )

Net (loss) income $ ( 32,943 ) $ 193,817 $ 8,038

Amounts attributable to common shareholders

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Income from discontinued operations, net of tax — 222,174 7,022

Net income (loss) attributable to common shareholders $ 190,388 $ 8,038 $ ( 8,379 )

Net (loss) income attributable to common shareholders $ ( 39,392 ) $ 190,388 $ 8,038

Basic weighted average shares outstanding 55,100 53,722 50,396

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Basic net income per share - discontinued operations — 4.13 0.14

Basic net income (loss) per share $ 3.54 $ 0.16 $ ( 0.17 )

Basic net (loss) income per share $ ( 0.71 ) $ 3.54 $ 0.16

Effect of stock-based compensation awards outstanding:

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Diluted net income per share - discontinued operations — 4.13 0.14

Diluted net income (loss) per share $ 3.54 $ 0.16 $ ( 0.17 )

Diluted net (loss) income per share $ ( 0.71 ) $ 3.54 $ 0.16

The Company applies the two-class method when computing net income (loss) per share attributable to common shareholders as the Company has issued preferred stock that meets the definition of a participating security.

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The Company determines the dilutive impact of equity awards and the Series A Preferred Stock (on an as-converted basis) by applying the treasury stock method and the if-converted method, respectively.

There were approximately 325,000 and 365,000 potentially dilutive equity awards for the years ended December 31, 2024 and 2022, respectively;

however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company's loss from continuing operations for the periods.

There were also approximately 3,432,000 potentially dilutive shares related to the Series A Preferred Stock (on an as-converted basis) for the year ended December 31, 2024;

however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company’s loss from continuing operations for the periods.

There were approximately 117,000 anti-dilutive awards outstanding for the years ended December 31, 2023.

The following table presents potentially dilutive instruments:

Years Ended December 31,

(in thousands)

2025 2024 2023

Potentially dilutive equity awards

Potentially dilutive shares related to the Series A Preferred Stock

3,679 3,432 —

Total potentially dilutive instruments

4,185 3,757 319

Potentially dilutive instruments were excluded from the calculation of diluted weighted average shares outstanding for the years ended December 31, 2025 and 2024, due to the fact that they were anti-dilutive as a result of the Company’s loss from continuing operations for the applicable periods.

Additionally, there were approximately 117,000 anti-dilutive awards outstanding for the year ended December 31, 2023.

Government Grants

Beginning in 2021, Shentel commenced negotiations with various governmental entities to receive awards under broadband infrastructure grant programs to strategically expand the Company’s broadband network in order to provide broadband services to unserved residences in the partnering counties in Virginia, Maryland, West Virginia and Ohio.

Shentel engages with various governmental entities to receive awards under broadband infrastructure grant programs to strategically expand the Company’s broadband network in order to provide broadband services to unserved residences in the partnering counties in Virginia, Maryland, West Virginia and Ohio.

To receive such grant distributions, the Company entered into agreements with each partnering county in Virginia, Maryland, West Virginia and Ohio.

These agreements outline certain build-out milestones.

The network is required to meet certain performance conditions to ensure that minimum download and upload speeds are able to be provided to the unserved residences.

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The constructed network is required to meet certain performance conditions to ensure that minimum download and upload speeds are able to be provided to the unserved residences.

Shentel has been granted approximately $ 151.2 million in commitments under these grant programs.

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The Company recognizes grant receivables at the time it becomes probable that the Company will be eligible to receive the grant, which is estimated to correspond with the date when specified build-out milestones are achieved.

As a result of these programs, the Company received $ 19.2 million and $ 1.9 million in cash reimbursements during the year ended December 31, 2024 and 2023, respectively, and had recorded approximately $ 0.3 million and $ 1.9 million in accounts receivable as of December 31, 2024 and 2023, respectively.

The Company did no t recognize any amounts under these programs during the year ended December 31, 2022.

Prior to the Horizon Transaction, Horizon entered into agreements with the Department of Development in Ohio under the state’s Ohio Residential Broadband Expansion program.

As a result of these programs, the Company received $ 62.5 million, $ 19.2 million and $ 1.9 million in cash reimbursements during the years ended December 31, 2025, 2024 and 2023, respectively, and had recorded approximately $ 10.5 million and $ 0.3 million in accounts receivable as of December 31, 2025 and 2024, respectively.

Prior to the acquisition of Horizon, Horizon entered into agreements with the Department of Development in Ohio under the state’s Ohio Residential Broadband Expansion program.

As part of these agreements, Horizon committed to expand its broadband network resulting in total project costs of $ 57.4 million, with government matching grants totaling $ 30.1 million.

Approximately $ 18.0 million of the grant was paid to Horizon up-front, while the remainder will be paid upon the achievement of specified milestones.

Shentel assumed these agreements as a result of the Horizon Transaction and is therefore obligated under these programs to continue the build-out of this network.

If Shentel fails to complete the build-out, Shentel may be required to repay a portion or all of the grant that Horizon received prior to the acquisition.

Shentel assumed these agreements as a result of the acquisition of Horizon and is therefore obligated under these programs to continue the build-out of this network.

Shentel received an additional $ 9.0 million payment under this program during the year ended December 31, 2025.

If Shentel fails to complete the build-out, Shentel may be required to repay a portion or all of the up-front grant payments.

Consequently, the portion of the up-front grant payment associated with unfulfilled obligations is recorded in other liabilities in the C ompany’s consolidated balance sheets.

Consistent with Shentel’s existing policy for accounting for government grants, the Company reclassifies amounts from other liabilities to reduce the related property, plant and equipment as the Company fulfills its obligations under this grant program.

As of December 31, 2024, $ 3.7 million of this liability remained in other liabilities .

The balance related to this activity was $ 2.6 million and $ 3.7 million as of December 31, 2025 and 2024, respectively.

Commitments and Contingencies

We are committed to make payments to satisfy our lease liabilities.

Shentel is committed to make payments to satisfy its lease liabilities.

The scheduled payments under those obligations are summarized in Note 9, Leases .

We also have outstanding unconditional purchase commitments to procure programming, marketing services and IT software licenses through 2027.

Shentel also has outstanding unconditional purchase commitments to procure programming, marketing services and IT software licenses through 2029.

For the years ended December 31, 2025, 2024 and 2023 we paid $ 7.5 million, $ 6.1 million and $ 4.6 million, respectively, for the programming, marketing and IT software license purchase commitments.

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The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters.

Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal.

matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal.

Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies.

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Discontinued Operations

As discussed in Note 1, Nature of Operations above, t he Tower Transaction represented a strategic shift in the Company’s business and the Tower Portfolio has been reclassified as a discontinued operation.

As a result, for all periods presented, the

Table of Conten t s

assets and liabilities that transferred in the Tower Transaction disposal group are presented as held for sale in the Company’s 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 .

The carrying amounts of the major classes of assets and liabilities, classified as held for sale in the consolidated balance sheets, were as follows:

(in thousands) December 31,

Property, plant and equipment, net $ 29,162

Operating lease right-of-use assets 37,616

Deferred charges and other assets 2,137

Noncurrent assets held for sale $ 68,915

Accrued liabilities and other current liabilities $ 3,602

Current liabilities held for sale $ 3,602

Asset retirement obligations $ 9,516

Non-current operating lease liabilities 41,173

Other liabilities 3,524

Noncurrent liabilities held for sale $ 54,213

Income from discontinued operations, net of tax in the consolidated statements of operations consisted of the following for December 31, 2024, 2023 and 2022:

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

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

For all periods presented, 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, including tax return extension payments made in 2025 related to the Tower Transaction.

Income from discontinued operations, net of tax in the consolidated statements of operations consisted of the following for years ended December 31, 2024 and 2023:

(in thousands) 2024 2023

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Depreciation and amortization

222 2,104 2,416

Total operating expenses 1,853 9,141

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Income tax expense

74,684 2,472 2,473

Income from discontinued operations, net of tax

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The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance at a consolidated level and decides how to allocate resources based on Adjusted EBITDA from continuing operations.

Table of Conten t s

During the third quarter of 2025, in conjunction with the change in Shentel’s CEO, the Company evaluated and concluded that the Chief Executive Officer role continues to represent the Company’s Chief Operating Decision Maker (“CODM”).

The Company’s CODM assesses company performance at a consolidated level and decides how to allocate resources based on Earnings before Interest, Taxes, Depreciation and Amortization, as adjusted for certain non-recurring items, (“Adjusted EBITDA”) from continuing operations of the Broadband business.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

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The following table summarizes the Company’s revenue, (loss) income from continuing operations, Adjusted EBITDA and significant expenses:

(in thousand)

2024 2023 2022

(in thousands) 2025 2024 2023

Service revenue and other $ 357,854 $ 328,058 $ 269,131

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Restructuring, integration and acquisition 1,173 14,509 2,915

Impairment expense 382 2,552 5,241

Depreciation and amortization 131,613 98,835 65,920

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Other benefit items included in (loss) income from continuing operations interest income, patronage income and benefit plan gains.

Table of Conten t s

Subsequent Events

On February 23, 2026, the Company announced a reduction in force of approximately 10 % of its employees to align the business with the end of the Glo Fiber construction phase that is expected to be substantially complete by end of 2026.

Employee departure dates will be staggered with the largest impact in the fourth quarter of 2026.

The Company expects to save approximately $ 12.3 million annually beginning in 2027 with approximately half of the savings impacting operating expenses and half impacting capitalized labor that is included in capital expenditures.

The Company expects to incur approximately $ 3.1 million in restructuring costs to achieve these savings.

Exhibits Index

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and the Sellers set forth on the signature pages thereto (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 26, 2023).

2.2 Investment Agreement, dated October 24, 2023, by and among Shenandoah Telecommunications Company, Shentel Broadband Holding Inc., ECP Fiber Holdings, LP and, solely for the limited purposes specified therein, Hill City Holdings, LP (incorporated by reference from Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on October 26, 2023).

Purchase and Sale Agreement, dated February 29, 2024, by and among Shenandoah Mobile, LLC and Vertical Bridge Holdco, LLC (incorporated by reference to Exhibit 10.1 to Shentel’s Current Report on Form 8-K filed March 1, 2024).

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3.1 Amended and Restated Articles of Incorporation of Shenandoah Telecommunications Company, effective August 31, 2019 (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on September 30, 2019).

3.2 Amended and Restated Bylaws of Shenandoah Telecommunications Company, effective April 30, 2024 (incorporated by reference from E xhibit 3.

2 to the Company’s Current Report on Form 8-K filed on May 1, 2024 ).

3.2 Amended and Restated Bylaws of Shenandoah Telecommunications Company, effective July 29, 2025 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 31, 2025).

4.1* Description of the Company’s Common Stock Registered Under Section 12 of the Exchange Act of 1934.

4.2 Shenandoah Telecommunications Company Dividend Reinvestment Plan (incorporated by reference from Exhibit 4.4 to the Company’s Registration Statement on Form S-3D (No.

Base Indenture, dated as of December 5, 2025, by and among Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC, as obligors, and Citibank N.A., as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 10, 2025).

Series 2025-1 Supplement, dated as of December 5, 2025, by and among Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC, as obligors, and Citibank N.A.

as trustee (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 10, 2025).

10.1 Supplemental Executive Retirement Plan as amended and restated (incorporated by reference from Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on March 23, 2007).

10.2 Credit Agreement, dated July 1, 2021, by and among Shenandoah Telecommunications Company, certain of its subsidiaries as guarantors, CoBank ACB, as administrative agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2021).

10.3* Amendment No.

1 to Credit Agreement, dated May 17, 2023, among Shenandoah Telecommunications Company, certain of its subsidiaries, CoBank ACB, as administrative agent, and the other lenders party thereto.

10.4 Consent and Amendment No.

2 to Credit Agreement, dated October 24, 2023, by and among Shenandoah Telecommunications Company, certain of its subsidiaries, CoBank ACB, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 26, 2023).

Amendment No.

3 to Credit Agreement, dated April 1, 2024, by and among Shenandoah Telecommunications Company, certain of its subsidiaries, CoBank ACB, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to Shentel’s Current Report on Form 8-K filed April 1, 2024).

Table of Conten t s

Commitment Letter, dated October 24, 2023, by and among Shenandoah Telecommunications Company, certain of its subsidiaries, CoBank ACB, Citizens Bank, N.A., Bank of America, N.A.

and Fifth Third Bank, National Association.

(incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 26, 2023).

10.2 Investment Agreement, dated October 24, 2023, by and among Shenandoah Telecommunications Company, Shentel Broadband Holding Inc., ECP Fiber Holdings, LP and, solely for the limited purposes specified therein, Hill City Holdings, LP (incorporated by reference from Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on October 26, 2023).

Investor Rights Agreement, dated April 1, 2024, between Shenandoah Telecommunications Company and LIF Vista, LLC (incorporated by reference to Exhibit 10.2 to Shentel’s Current Report on Form 8-K filed April 1, 2024).

Registration Rights Agreement, dated April 1, 2024, by and among Shenandoah Telecommunications Company, ECP Fiber Holdings, LP and, solely for the limited purposes specified therein, Hill City Holdings, LP (incorporated by reference to Exhibit 10.3 to Shentel’s Current Report on Form 8-K filed April 1, 2024).

Class A-1-V Note Purchase Agreement, dated December 5, 2025, among Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC, Shentel Broadband Operations LLC, as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Bank of America, N.A., as the letter of credit provider and the administrative agent (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 10, 2025).

Credit Agreement, dated December 5, 2025, among Shentel Broadband Operations LLC, as borrower, Shentel Broadband Holding Inc., as Holdco and a guarantor, certain subsidiaries of Holdco, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 10, 2025).

Form of Restricted Stock Unit Award for Executives under the 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on February 22, 2023).

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Form of RTSR Performance Share Unit Award for Executives under the 2024 Equity Incentive Plan.

Form of Strategic Retention Performance Share Unit Award un der the 2024 Equity Incentive Plan.

Form of Strategic Performance Share Unit Award under the 2024 Equity Incentive Plan.

Form of Severance Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2020).

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31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2* Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32** Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.

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(101) Formatted in XBRL (Extensible Business Reporting Language)

Table of Conten t s

101.INS XBRL Instance Document - the instance document does not appear in the interactive data filing because its XBRL tags are embedded within the Inline XBRL document

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Shentel agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

Table of Conten t s

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SHENANDOAH TELECOMMUNICATIONS COMPANY

February 20, 2025 /s/ CHRISTOPHER E.

Christopher E.

French, President & Chief Executive Officer

February 26, 2026 /S/EDWARD H.

McKay, President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Table of Conten t s

MCKAY President and Chief Executive Officer,

February 26, 2026 (Principal Executive Officer)

VOLK Senior Vice President – Chief Financial Officer

February 26, 2026 (Principal Financial Officer)

Vice President - Chief Accounting Officer

February 26, 2026 (Principal Accounting Officer)

/s/CHRISTOPHER E.

FRENCH President & Chief Executive Officer,

February 20, 2025 Director (Principal Executive Officer)

Executive Chairman

February 26, 2026

Christopher E.

VOLK Senior Vice President – Chief Financial Officer

February 20, 2025 (Principal Financial and Accounting Officer)

BARNES Director

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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 9A. Controls and Procedures