SHENANDOAH TELECOMMUNICATIONS CO/VA/ 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer (the certifying officers) have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of December 31, 2025. Our certifying officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance as to the integrity and reliability of the published financial statements. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 framework). 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. 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. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting . ITEM 9B. OTHER INFORMATION During the year ended December 31, 2025, none of our officers or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 44 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE See “Executive Officers of the Registrant” in Part 1, Item 1 of this report for information about our executive officers, which is incorporated by reference in this Item 10. Other information required by this Item 10 is incorporated by reference to the Company’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, referred to as the “2026 proxy statement,” which we will file with the SEC on or before 120 days after our 2025 fiscal year end, and which appears in the 2026 proxy statement under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance.” We have adopted a code of ethics applicable to our chief executive officer and all senior financial officers, who include our principal financial officer, principal accounting officer, and persons performing similar functions. The code of ethics, which is part of our Code of Business Conduct and Ethics, is available on our website at www.shentel.com . To the extent required by SEC rules, we intend to disclose any amendments to our code of conduct and ethics, and any waiver of a provision of the code with respect to the Company’s directors, principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, on our website referred to above within four business days following such amendment or waiver, or within any other period that may be required under SEC rules from time to time. ITEM 11. EXECUTIVE COMPENSATION Information required by this Item 11 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the captions “Election of Directors-Director Compensation” and “Executive Compensation.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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 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. Outstanding awards and the number of shares available for future issuance as of December 31, 2025 were as follows: Number of securities to be issued upon exercise of outstanding awards Weighted average exercise price of outstanding options Number of securities remaining available for future issuance 2014 Equity Incentive Plan 577,574 $ — — 2024 Equity Incentive Plan 969,772 $ — 2,019,617 Total 1,547,346 $ — 2,019,617 ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information required by Item 13 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the caption “Executive Compensation-Certain Relationships and Related Transactions.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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.” 45 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following is a list of documents filed as a part of this report: (1) Financial Statements: The financial statements are filed as part of this Annual Report on Form 10-K directly following Item 16. (2) Financial Statement Schedules: The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto. (3) Exhibits: The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index directly following the financial statements beginning on page F-1, within this Annual Report on Form 10-K. ITEM 16. FORM 10-K SUMMARY None. 46 Table of Contents SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES Index to the Consolidated 2025 Financial Statements Page Reports of Independent Registered Public Accounting Firm F- 2 Consolidated Financial Statements Consolidated Balance Shee ts as of December 31, 2025 and 2024 F- 5 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F- 6 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023 F- 7 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023 F- 8 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F- 9 Notes to Consolidated Financial Statements F- 11 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors Shenandoah Telecommunications Company 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, 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's 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, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 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: F-2 Table of Contents • 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 We have served as the Company’s auditor since 2022. Boston, Massachusetts February 26, 2026 F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Shenandoah Telecommunications Company Opinion on the Internal Control Over Financial Reporting We have audited Shenandoah Telecommunications Company's (the Company) 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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Boston, Massachusetts February 26, 2026 F-4 Table of Contents SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 and 2024 (in thousands) 2025 2024 ASSETS Current assets: 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 31,497 29,722 Income taxes receivable 2,544 1,244 Prepaid expenses and other 15,198 17,282 Total current assets 97,443 94,520 Investments 16,510 15,709 Property, plant and equipment, net 1,601,609 1,438,538 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 Total assets $ 1,910,762 $ 1,740,273 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt, net of unamortized loan fees $ — $ 9,204 Accounts payable 61,355 57,820 Advanced billings and customer deposits 16,909 16,104 Accrued compensation 13,334 16,283 Current operating lease liabilities 2,819 3,060 Accrued liabilities and other 14,079 12,100 Total current liabilities 108,496 114,571 Long-term debt, less current maturities, net of unamortized loan fees 628,237 407,675 Other long-term liabilities: Deferred income taxes 157,618 167,716 Benefit plan obligations 4,150 4,945 Non-current operating lease liabilities 10,632 10,794 Other liabilities 32,340 33,525 Total other long-term liabilities 204,740 216,980 Commitments and contingencies (Note 16) Temporary equity: Redeemable noncontrolling interest 88,506 82,464 Shareholders’ equity: Common stock, no par value, authorized 96,000 ; 54,899 and 54,605 issued and outstanding at December 31, 2025 and 2024, respectively — — Additional paid in capital 157,216 147,733 Retained earnings 723,567 768,997 Accumulated other comprehensive income, net of taxes — 1,853 Total shareholders’ equity 880,783 918,583 Total liabilities, temporary equity and shareholders’ equity $ 1,910,762 $ 1,740,273 See accompanying notes to consolidated financial statements. F-5 Table of Contents SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025, 2024 and 2023 (in thousands, except per share amounts) 2025 2024 2023 Service revenue and other $ 357,854 $ 328,058 $ 269,131 Operating expenses: Cost of services exclusive of depreciation and amortization 130,118 128,112 100,850 Selling, general and administrative 118,187 115,193 99,304 Restructuring, integration and acquisition 1,173 14,509 2,915 Depreciation and amortization 131,613 98,835 65,920 Total operating expenses 381,091 356,649 268,989 Operating (loss) income ( 23,237 ) ( 28,591 ) 142 Other (expense) income: Interest expense ( 25,374 ) ( 15,897 ) ( 4,212 ) Other income, net 6,755 6,461 5,587 (Loss) income from continuing operations before income taxes ( 41,856 ) ( 38,027 ) 1,517 Income tax (benefit) expense ( 8,913 ) ( 9,670 ) 501 (Loss) income from continuing operations ( 32,943 ) ( 28,357 ) 1,016 Discontinued operations: Income from discontinued operations, net of tax — 1,957 7,022 Gain on the sale of discontinued operations, net of tax — 220,217 — Total income from discontinued operations, net of tax — 222,174 7,022 Net (loss) income ( 32,943 ) 193,817 8,038 Dividends on redeemable noncontrolling interest 6,449 3,429 — 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 (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 (loss) income per share $ ( 0.71 ) $ 3.54 $ 0.16 Weighted average shares outstanding, basic 55,100 53,722 50,396 Weighted average shares outstanding, diluted 55,100 53,722 50,715 Cash dividends declared per common share $ 0.11 $ 0.10 $ 0.09 See accompanying notes to consolidated financial statements. F-6 Table of Contents SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Years Ended December 31, 2025 , 2024 and 2023 (in thousands) 2025 2024 2023 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 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 (loss) income attributable to common shareholders $ ( 41,245 ) $ 190,573 $ 9,706 See accompanying notes to consolidated financial statements. F-7 Table of Contents SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2025, 2024 and 2023 (in thousands) Redeemable Noncontrolling Interest Common Stock Shares Amount Shares (no par value) Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Shareholders' Equity Balance, December 31, 2022 — — 50,110 $ 57,453 $ 580,554 $ — $ 638,007 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 ) Balance, December 31, 2023 — — 50,272 66,933 584,069 1,668 652,670 Net income — — — — 193,817 — 193,817 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 ) Stock-based compensation — — 319 10,651 — — 10,651 Common stock issued — — 4,103 71,876 — — 71,876 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 loss — — — — ( 32,943 ) — ( 32,943 ) Unrealized gain on interest rate hedge, net of tax — — — — — 126 126 Amounts reclassified from accumulated other comprehensive income — — — — — ( 1,979 ) ( 1,979 ) Dividends declared — — — — ( 6,038 ) — ( 6,038 ) Stock-based compensation — — 375 10,463 — — 10,463 Common stock issued — — 3 55 — — 55 Shares surrendered for settlement of employee taxes upon issuance of vested equity awards — — ( 84 ) ( 1,035 ) — — ( 1,035 ) Preferred stock dividends - paid in kind — 6,042 — — ( 6,042 ) — ( 6,042 ) Preferred stock dividends - participating — — — — ( 407 ) — ( 407 ) Balance, December 31, 2025 81 88,506 54,899 $ 157,216 $ 723,567 $ — $ 880,783 See accompanying notes to consolidated financial statements. F-8 Table of Contents SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025, 2024 and 2023 (in thousands) 2025 2024 2023 Cash flows from operating activities: 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 (loss) income to net cash provided by operating activities: Depreciation and amortization 129,677 96,908 62,878 Amortization of intangible assets 1,936 1,545 490 Provision for credit losses 1,452 2,132 2,852 Stock-based compensation expense, net of amount capitalized 9,590 9,837 10,033 Deferred income taxes ( 9,463 ) ( 9,759 ) 2,973 Impairment expense — 382 2,552 Gain on sale of FCC spectrum licenses — — ( 1,328 ) Other, net ( 52 ) 626 ( 462 ) Changes in assets and liabilities, net of effects of business acquisition: Accounts receivable 413 ( 2,452 ) ( 143 ) Current income taxes 973 1,382 25,532 Operating lease assets and liabilities, net ( 914 ) ( 361 ) 65 Other assets ( 868 ) ( 3,268 ) 4,879 Accounts payable 1,029 ( 2,240 ) ( 2,959 ) Other deferrals and accruals 2,441 3,004 ( 4,048 ) Net cash provided by operating activities - continuing operations 103,271 69,379 104,330 Net cash (used in) provided by operating activities - discontinued operations ( 2,273 ) ( 6,812 ) 9,444 Net cash provided by operating activities 100,998 62,567 113,774 Cash flows from investing activities: Capital expenditures ( 358,919 ) ( 319,070 ) ( 255,070 ) 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 Proceeds from sale of assets and other 269 2,010 655 Net cash used in investing activities - continuing operations ( 294,664 ) ( 645,233 ) ( 235,211 ) Net cash provided by (used in) investing activities - discontinued operations — 305,827 ( 1,480 ) Net cash used in investing activities ( 294,664 ) ( 339,406 ) ( 236,691 ) Cash flows from financing activities: Principal payments on long-term debt ( 592,956 ) ( 7,044 ) — Proceeds from credit facility borrowings 816,736 125,000 225,000 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 — Dividends paid ( 6,445 ) ( 5,805 ) ( 4,523 ) Taxes paid for equity award issuances ( 1,035 ) ( 1,727 ) ( 1,387 ) Payments for financing arrangements and other ( 2,011 ) ( 1,378 ) ( 679 ) Net cash provided by financing activities 195,598 183,856 218,111 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 Interest paid, net of amounts capitalized $ ( 20,798 ) $ ( 12,075 ) $ ( 3,026 ) See accompanying notes to consolidated financial statements. F-9 Table of Contents 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 20,945 — Cash, cash equivalents, and restricted cash $ 48,204 $ 46,272 See accompanying notes to consolidated financial statements. F-10 Table of Contents SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. 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 (“HFC”) cable networks. We also lease dark fiber and provide Ethernet and wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and digital subscriber line (“DSL”) services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by a fiber network. 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. F-11 Table of Contents Note 2. Summary of Significant Accounting Policies Principles of consolidation: The accompanying consolidated financial statements include the accounts of Shenandoah Telecommunications Company and all of its wholly owned subsidiaries. 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, 2025 ASSETS 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 LIABILITIES 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: The preparation of financial statements in conformity with accounting principles generally accepted in the United States, requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods could differ from our estimates. F-12 Table of Contents Revenue recognition: 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. 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 RLEC. Transaction price is measured as the amount billed, which is generally determined by list prices for goods and services less discounts offered. We allocate the total transaction price in these transactions based upon the standalone selling price of each distinct good or service. We generally recognize these revenues over time as customers simultaneously receive and consume the benefits of the service, with the exception of equipment sales and home wiring, which are recognized as revenue at a point in time when control transfers and when installation is complete, respectively. A significant portion of the Company’s revenues are derived from customers who may cancel their subscriptions at any time without penalty. As such, the amount of deferred revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from the Company’s existing customers. Installation fees charged upfront without transfer of commensurate goods or services to the customer are allocated to services and are recognized ratably over the longer of the contract term or the period in which the unrecognized fee remains material to the contract, which we estimate to be approximately one year . Additionally, the Company incurs commission expenses related to in-house sales team members and third-party vendors which are capitalized and amortized over the expected customer benefit period. The Company also provides Ethernet and Wavelength fiber optic services to commercial fiber customers under capacity agreements, and the related revenue is recognized over time. In some cases, non-refundable upfront fees are charged for connecting commercial fiber customers to our fiber network. Those amounts are recognized ratably over the initial contract term. The Company also leases dedicated fiber optic strands to customers as part of “dark fiber” agreements, which are accounted for as leases under ASC 842, Leases (“ASC 842”). Advertising costs: The Company expenses advertising costs and marketing production costs as incurred and includes such costs within selling, general and administrative expenses in the consolidated statements of operations. Advertising expense for the years ended December 31, 2025, 2024 and 2023 was $ 15.9 million, $ 15.0 million and $ 11.4 million, respectively. Fair value measurements: The Company measures certain assets and liabilities at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the fair value hierarchy to evaluate inputs used in determining the fair value of its assets and liabilities. 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 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). The Company remeasures long-lived assets such as property, plant and equipment, intangible assets and goodwill at fair value when they are deemed to be impaired. 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, 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: Cash equivalents include all investments with an original maturity of three months or less. The Company places its temporary cash investments with high credit quality financial institutions. 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. F-13 Table of Contents 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 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. Changes in the Company’s allowance for credit losses for accounts receivable for the years ended December 31, 2025, 2024 and 2023 are summarized below: (in thousands) Balance at Beginning of Year Recoveries added to allowance Provision for Credit Losses Write-offs Balance at End of Year Year Ended December 31, 2025 Allowance for credit losses $ 1,156 $ 299 $ 1,452 $ ( 2,078 ) $ 829 Year Ended December 31, 2024 Allowance for credit losses $ 886 $ 599 $ 2,132 $ ( 2,461 ) $ 1,156 Year Ended December 31, 2023 Allowance for credit losses $ 776 $ 424 $ 2,852 $ ( 3,166 ) $ 886 Investments: The Company investments measured at fair value primarily consist of supplemental executive retirement plan (“SERP”) 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 six months after retirement. 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. The Company’s investments measured at cost primarily consist of CoBank’s Class A common stock derived from the CoBank patronage program. The investment is recognized as the Company’s initial investment in CoBank plus subsequent patronage distributions received from CoBank. Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated depreciation and amortization. The Company capitalizes all costs associated with the purchase, deployment and installation of property, plant and equipment, including interest costs and internal labor costs on major capital projects during the period of their construction. Maintenance expense is recognized as incurred when repairs are performed that do not extend the life of property, plant and equipment. Expenses for major renewals and improvements, which significantly extend the useful lives of existing property and equipment, are capitalized and depreciated. 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 industry specific guidance. Leasehold improvements are amortized over the lesser of their useful lives or respective lease terms. Land is not depreciated. Indefinite-lived intangible assets: 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 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 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, 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. F-14 Table of Contents 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. As a result of this assessment, management concluded that the estimated fair value of the reporting unit exceeded the carrying value by 8 %. As such, no impairment charge was recognized during the period. 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 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 . 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: The Benefit plan obligations caption includes the following: ($ in thousands) December 31, 2025 December 31, 2024 Supplemental executive retirement plans $ 3,190 $ 2,812 Postretirement medical benefits plans 960 1,889 Pension plan obligation — 244 Total $ 4,150 $ 4,945 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 . 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. 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 F-15 Table of Contents 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. Leases: The Company leases various telecommunications sites, warehouses, retail stores, and office facilities for use in our business. These agreements include fixed rental payments as well as variable rental payments such as those based on relevant inflation indices. The accounting lease term includes optional renewal periods that we are reasonably certain to exercise based on our assessment of relevant contractual and economic factors. The related lease payments are discounted at lease commencement using the Company’s incremental borrowing rate in order to measure the lease liability and right-of-use asset. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the observable unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate. Income taxes: The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the ability to realize deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, taxable income in prior carryback years if available and tax planning strategies in making this assessment. Based upon the level of historical taxable income, projections for future taxable income over the periods for which the deferred tax assets are deductible, and the option to elect out of bonus depreciation on in-serviced fixed assets, the Company believes it more likely than not that the net deferred tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on the tax return. Changes in the estimate are recorded in the period in which such determination is made. Stock-based compensation: The cost of employee services received in exchange for share-based awards classified as equity is measured using the estimated fair value of the award on the date of the grant, and the related expense is recorded over the recipient’s respective service period. The fair value for the Company’s RSUs are determined using the Company’s stock price and the fair value for the Company’s RTSR awards are determined using a Monte Carlo simulation. The Company records forfeitures for its RSUs and RTSRs as they occur. Certain of the Company’s share-based awards contain retirement clauses which state that awards will continue to vest without the requirement of continuous employment after a participant achieves certain service- and age-based requirements (“Retirement Eligibility”). The Company accelerates expense associated with eligible awards for employees who have achieved Retirement Eligibility on the later of the grant date or the date in which Retirement Eligibility is achieved. Government grants: Shentel receives grants from the U.S. Government and its agencies, as well as various state governments under various programs designed to fund telecommunications operations and broadband infrastructure expansion into rural or underserved areas. The grant programs are evaluated to determine if they represent grants related to revenue or capital expenditures. Grants for revenue and operating activities are recorded as RLEC & Other revenue, which is a category within service revenue and other in the Company’s consolidated statements of operations as the services are provided. Grants for capital expenditures are recorded as a reduction to the corresponding property, plant and equipment asset balance and are recognized through a reduction in depreciation expense over the life of the corresponding asset in the Company’s consolidated statements of operations. 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 F-16 Table of Contents arise from not meeting the conditions are appropriately recognized. See Note 15, Government Grants for additional information. Redeemable noncontrolling interest: 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”). 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 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. 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. Shentel has applied the guidance in ASC 480‑10‑S99‑3A, “SEC Staff Announcement: Classification and Measurement of Redeemable Securities”, and has therefore classified the Series A Preferred Stock outside of shareholders’ equity on the Company’s consolidated balance sheets because the shares contain liquidation features that are not solely within the Company’s control. The Series A Preferred Stock was recorded at its fair value on the date of issuance, net of $ 1.6 million of issuance costs. The Company does not adjust the carrying value of the Series A Preferred Stock to the liquidation preference of such shares because of the uncertainty of whether or when a liquidation event would occur. Subsequent adjustments to increase the carrying value to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. Furthermore, the Company classifies the Series A Preferred Stock as redeemable noncontrolling interest due to the fact that the Series A Preferred Stock is issued by its subsidiary, Shentel Broadband. See Note 13, Redeemable Noncontrolling Interest for additional information. Accounting for acquisitions: 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. Fair values are determined using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information. The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence. Segments: Shentel’s Chief Executive Officer represents the Company’s chief operating decision maker (“CODM”). 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. 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. New Accounting Standards 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 F-17 Table of Contents 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 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. Note 3. Acquisitions 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 cash consideration paid was primarily financed with proceeds from the sale of Shentel’s Tower Portfolio and cash on-hand. 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. F-18 Table of Contents (in thousands) Amount Current and other assets $ 11,795 Property, plant and equipment 380,101 Goodwill 63,811 Intangible assets 14,249 Operating lease right-of-use assets 7,792 Other long-term assets 1,843 Total assets acquired 479,591 Current liabilities 16,164 Deferred tax liabilities 25,427 Non-current operating lease liabilities 4,706 Government grant liabilities 7,122 Other long-term liabilities 9,978 Total liabilities assumed 63,397 Net assets acquired $ 416,194 Current and other assets acquired include $ 6.1 million of accounts receivable, net of allowance for credit losses of $ 0.2 million. Intangible assets acquired primarily relate to customer relationships. Property, plant and equipment and customer relationships were primarily valued using the cost approach to determine the cost that would be incurred to replace these assets. Lease right-of-use assets were valued using an income approach to compare actual rental rates paid by the Company to current market rates to determine the degree to which the value of the right-of-use assets are above or below market value. Customer relationship assets acquired represent finite-lived intangibles which are being amortized over the assets’ useful lives, which is estimated to be ten years. 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 $ 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. 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 acquisition of Horizon had occurred on January 1, 2023, were as follows: (in thousands) 2024 2023 Operating revenues $ 343,928 $ 334,727 Loss before income taxes $ ( 42,964 ) $ ( 16,279 ) 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: • historical depreciation expense was adjusted for the fair value adjustment increasing the basis of property, plant and equipment and shorter estimated useful lives to conform to the Company’s standard policy and the acceleration of depreciation on certain equipment; • incremental amortization due to the customer-based contract rights associated with acquired customers; and F-19 Table of Contents • removal of Horizon’s interest expense and amortization of deferred financing fees due to the repayment of the outstanding principal of Horizon’s debt. Note 4. Revenue from Contracts with Customers The Company’s revenues by activity type were as follows: (in thousands) 2025 2024 2023 Residential & SMB - Incumbent Broadband Markets 1 $ 169,668 $ 174,795 $ 174,710 Residential & SMB - Glo Fiber Expansion Markets 2 82,558 57,872 35,103 Commercial Fiber 79,315 70,057 44,301 RLEC & Other 26,313 25,334 15,017 Service revenue and other $ 357,854 $ 328,058 $ 269,131 _______________________________________________________ 1. Incumbent Broadband Markets consists of Incumbent Cable Markets and Incumbent Telephone Markets with FTTH passings. 2. 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 Income from leasing arrangements (ASC 842) 6,785 5,838 2,641 Service revenue and other $ 357,854 $ 328,058 $ 269,131 Income from leasing arrangements primarily relates to Shentel’s commercial fiber business. Refer to Note 9, Leases for more information. Shentel had $ 19.5 million and $ 27.4 million of gross trade receivables from customers as of December 31, 2025 and 2024, respectively. Contract Assets The Company’s contract assets primarily include commissions incurred to acquire contracts with customers. The Company incurs commission expenses related to in-house sales team members and third-party vendors which are capitalized and amortized over the expected customer benefit period which is approximately six years . The Company’s current contract assets are included in prepaid expenses and other and the Company’s non-current contract assets are included in deferred charges and other assets in its consolidated balance sheets. Amortization of capitalized commission expenses is recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations. The following tables present the activity of current and non-current contract assets: (in thousands) 2025 2024 Beginning Balance $ 10,251 $ 8,633 Commission payments 6,750 4,857 Contract asset amortization ( 3,895 ) ( 3,239 ) Ending Balance $ 13,106 $ 10,251 Contract Liabilities 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. The Company F-20 Table of Contents 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. Shentel’s current contract liability balances were $ 13.4 million and $ 12.5 million as of December 31, 2025 and 2024, respectively. 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. 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. Note 5. Investments Investments consisted of the following: (in thousands) December 31, 2025 December 31, 2024 SERP investments at fair value $ 3,056 $ 2,670 Cost method investments 13,250 12,813 Equity method investments 204 226 Total investments $ 16,510 $ 15,709 SERP investments at fair value: The fair value of the SERP investments are based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy. Cost method investments : 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 $ 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. F-21 Table of Contents Note 6. Property, Plant and Equipment Property, plant and equipment consisted of the following: ($ in thousands) Estimated Useful Lives December 31, 2025 December 31, 2024 Land $ 4,498 $ 4,514 Land improvements 10 years 3,699 3,717 Buildings and structures 10 - 45 years 54,562 52,706 Cable and fiber 12 - 30 years 1,519,669 1,294,689 Equipment and software 4 - 12 years 476,939 417,057 Plant in service 2,059,367 1,772,683 Plant under construction 181,060 207,428 Total property, plant and equipment 2,240,427 1,980,111 Less: accumulated depreciation and amortization ( 638,818 ) ( 541,573 ) Property, plant and equipment, net $ 1,601,609 $ 1,438,538 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. Depreciation and amortization expense was $ 129.7 million, $ 96.9 million, and $ 62.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. 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. 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. Note 7. Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following: December 31, 2025 December 31, 2024 (in thousands) Gross Carrying Amount Accumulated Amortization and Other Net Gross Carrying Amount Accumulated Amortization and Other Net Goodwill $ 67,538 $ — $ 67,538 $ 67,055 $ — $ 67,055 Indefinite-lived intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,334 $ — $ 64,334 FCC spectrum licenses 12,122 — 12,122 12,122 — 12,122 Railroad crossing rights and other 557 — 557 526 — 526 Total indefinite-lived intangibles 77,013 — 77,013 76,982 — 76,982 Finite-lived intangibles: Subscriber relationships 43,012 ( 30,792 ) 12,220 42,447 ( 28,882 ) 13,565 Other intangibles 537 ( 417 ) 120 510 ( 389 ) 121 Total finite-lived intangibles 43,549 ( 31,209 ) 12,340 42,957 ( 29,271 ) 13,686 Total goodwill and intangible assets $ 188,100 $ ( 31,209 ) $ 156,891 $ 186,994 $ ( 29,271 ) $ 157,723 Amortization expense was $ 1.9 million, $ 1.5 million and $ 0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. F-22 Table of Contents Our finite-lived intangible assets are amortized over the following estimated useful lives: Estimated Useful Life Subscriber relationships 3 - 10 years Other intangibles 15 - 20 years The following table summarizes expected amortization of intangible assets at December 31, 2025: (in thousands) Amortization of Intangible Assets 2026 $ 1,604 2027 1,566 2028 1,518 2029 1,517 2030 1,508 2031 and thereafter 4,627 Total $ 12,340 Note 8. Other Assets and Accrued Liabilities Prepaid expenses and other, classified as current assets, included the following: (in thousands) December 31, 2025 December 31, 2024 Prepaid maintenance expenses $ 7,055 $ 7,437 Broadband contract acquisition costs 3,818 3,165 Other 4,325 6,680 Prepaid expenses and other $ 15,198 $ 17,282 Deferred charges and other assets, classified as long-term assets, included the following: (in thousands) December 31, 2025 December 31, 2024 Broadband contract acquisition costs $ 9,288 $ 7,086 Prepaid expenses and other 9,364 7,149 Deferred charges and other assets $ 18,652 $ 14,235 F-23 Table of Contents Accrued liabilities and other, classified as current liabilities, included the following: (in thousands) December 31, 2025 December 31, 2024 Accrued programming costs $ 3,232 $ 4,227 Other current liabilities 10,847 7,873 Accrued liabilities and other $ 14,079 $ 12,100 Other liabilities, classified as long-term liabilities, included the following: (in thousands) December 31, 2025 December 31, 2024 Noncurrent portion of deferred revenue $ 27,246 $ 26,809 Other 5,094 6,716 Other liabilities $ 32,340 $ 33,525 Implementation Activities 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 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. Note 9. Leases 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: Classification Years Ended December 31, (in thousands) 2025 2024 2023 Finance lease cost Amortization of leased assets Depreciation $ 726 $ 665 $ 477 Interest on lease liabilities Interest expense 103 95 78 Operating lease cost Operating expense 1 4,382 4,316 3,054 Lease cost $ 5,211 $ 5,076 $ 3,609 _________________________________________ (1) Operating lease expense is presented in cost of service or selling, general and administrative expense based on the use of the relevant facility. F-24 Table of Contents The following table summarizes the expected maturity of lease liabilities at December 31, 2025: (in thousands) Operating Leases Finance Leases Total 2026 $ 3,616 $ 443 $ 4,059 2027 2,569 246 2,815 2028 2,140 202 2,342 2029 1,751 206 1,957 2030 1,502 206 1,708 2031 and thereafter 6,544 3,272 9,816 Total lease payments 18,122 4,575 22,697 Less: interest ( 4,671 ) ( 2,336 ) ( 7,007 ) Present value of lease liabilities $ 13,451 $ 2,239 $ 15,690 December 31, 2025 December 31, 2024 Operating leases Weighted average remaining lease term (years) 8.4 8.5 Weighted average discount rate 6.3 % 6.1 % Finance leases Weighted average remaining lease term (years) 17.3 9.0 Weighted average discount rate 6.5 % 5.3 % Years Ended December 31, (in thousands) 2025 2024 2023 Cash paid for operating lease liabilities $ 4,526 $ 4,480 $ 3,218 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) $ 1,731 $ 2,250 $ 1,968 The Company recognized $ 6.8 million, $ 5.8 million and $ 2.6 million of operating lease revenue for the years ended December 31, 2025, 2024 and 2023, respectively, related to the dedicated fiber optic strands that we lease to our customers, which is included in service revenue and other in the consolidated statements of operations. Substantially all of our lease revenue relates to fixed lease payments. Below is a summary of our contractual minimum rental receipts expected under the lease agreements in place at December 31, 2025: (in thousands) Operating Leases 2026 $ 4,047 2027 3,650 2028 3,457 2029 3,303 2030 3,097 2031 and thereafter 14,710 Total $ 32,264 F-25 Table of Contents Note 10. Debt 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, 2024 Shentel Issuer Class A-2 Notes 5.64 % $ 489,142 $ — Shentel Issuer Class B Notes 6.03 % 78,263 — Shentel Broadband RCF Floating (1) 75,000 — Shentel Broadband Term loan A-1 Floating (1) — 144,451 Shentel Broadband Term loan A-2 Floating (1) — 148,506 Shentel Broadband Term loan A-3 Floating (1) — 125,000 Total debt 642,405 417,957 Less: unamortized loan fees ( 14,168 ) ( 1,078 ) Total debt, net of unamortized loan fees $ 628,237 $ 416,879 (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. 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. 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 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. Fair values 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: F-26 Table of Contents (in thousands) December 31, 2025 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: (in thousands) 2025 2024 2023 Interest expense $ 36,055 $ 24,415 $ 9,633 Less: capitalized interest ( 10,681 ) ( 8,518 ) ( 5,421 ) Interest expense, net of capitalized interest $ 25,374 $ 15,897 $ 4,212 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 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. F-27 Table of Contents 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. Note 11. 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 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. The fair value of these instruments was estimated using an income approach and observable market inputs (Level 2): (in thousands) December 31, 2024 Balance sheet line items containing derivative financial instruments: Prepaid expenses and other $ 1,766 Deferred charges and other assets 721 Total fair value of derivatives designated as hedging instruments $ 2,487 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 Balance as of December 31, 2024 $ 2,487 $ ( 634 ) $ 1,853 Net change in unrealized gain 173 ( 47 ) 126 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 Balance as of December 31, 2023 $ 2,241 $ ( 573 ) $ 1,668 Net change in unrealized gain 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 F-28 Table of Contents (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 Note 12. Income Taxes The Company files a consolidated U.S. federal income tax return and various state income tax returns. The provision for the federal and state income taxes attributable to (loss) income from continuing operations consisted of the following components: Years Ended December 31, (in thousands) 2025 2024 2023 Current expense (benefit) Federal taxes $ ( 110 ) $ — $ ( 2,707 ) State taxes 660 89 ( 680 ) Total current provision 550 89 ( 3,387 ) Deferred (benefit) expense Federal taxes ( 7,032 ) ( 5,238 ) 4,564 State taxes ( 2,431 ) ( 4,521 ) ( 676 ) Total deferred (benefit) expense ( 9,463 ) ( 9,759 ) 3,888 Income tax (benefit) expense $ ( 8,913 ) $ ( 9,670 ) $ 501 Effective tax rate 21.3 % 25.4 % 33.0 % As further described in Note 2, Summary of Significant Accounting Policies , the Company has elected to prospectively adopt the guidance in ASU No. 2023-09. 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 ) % Other 134 ( 0.3 ) % Income tax (benefit) expense $ ( 8,913 ) 21.3 % _______________________________________________________ 1. 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: F-29 Table of Contents Years Ended December 31, (in thousands) 2024 2023 Expected tax (benefit) expense at federal statutory $ ( 7,986 ) $ 319 State income tax (benefit) expense, net of federal tax effect ( 3,159 ) 268 Revaluation of deferred tax liabilities — ( 1,373 ) Excess tax deficiency from share-based compensation and other expense, net 1,475 764 Valuation allowance — 523 Income tax (benefit) expense $ ( 9,670 ) $ 501 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 Virginia 120 Other 64 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 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: (in thousands) December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carryforwards $ 117,691 $ 64,599 Business interest limitation carryforwards 15,659 11,669 Accruals and stock-based compensation 4,552 5,274 Leases 4,395 4,399 Other 12,575 12,020 Total gross deferred tax assets 154,872 97,961 Less valuation allowance — — Net deferred tax assets 154,872 97,961 Deferred tax liabilities: Property, plant and equipment 285,250 239,180 Intangible assets 18,386 17,866 Leases 5,406 5,356 Prepaid assets and other 3,448 3,275 Total gross deferred tax liabilities 312,490 265,677 Net deferred tax liabilities $ 157,618 $ 167,716 The Company has a deferred tax asset of $ 117.7 million related to federal and various state net operating losses. As of December 31, 2025, the Company had approximately $ 519.7 million of federal net operating losses, including approximately $ 508.3 million of federal net operating losses generated after 2017. Federal net operating losses generated prior to 2018 expire through 2034. The Horizon federal net operating losses are subject to limitations under Section 382 of the Code. The Company also had approximately $ 187.3 million of state net operating losses, most of which can be carried forward indefinitely. The F-30 Table of Contents 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 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. Note 13. Redeemable Noncontrolling Interest 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 $ 0.4 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. Note 14. Stock Compensation and Earnings per Share 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 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. The Company’s RSUs generally have service conditions only or performance and service conditions with vesting periods ranging from one year for directors to five years for employees. RSUs that have both performance and service conditions are referred to as performance stock units (“PSUs”). The actual number of shares to be issued upon PSU performance measurement can range from 0 % to 100 % of the awards granted. RTSRs vest approximately three years from the grant date. The performance condition applied to the RTSR awards is based upon the Company’s stock performance compared to a group of peer companies. The actual number of shares to be issued upon RTSRs performance measurement can range from 0 % to 150 % of the awards granted. Activity related to the Company’s equity compensation, which includes the Company’s RSUs and PSUs, was as follows: F-31 Table of Contents (in thousands, except weighted average grant price) Number of Shares Weighted Average Grant Price Outstanding awards, December 31, 2022 649 $ 23.39 Granted 385 19.05 Vested ( 200 ) 25.01 Forfeited ( 9 ) 21.67 Outstanding awards, December 31, 2023 825 $ 21.16 Granted 403 20.22 Vested ( 308 ) 21.74 Forfeited ( 45 ) 19.44 Outstanding awards, December 31, 2024 875 $ 20.63 Granted 756 12.06 Vested ( 369 ) 20.58 Forfeited ( 75 ) 17.39 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. Activity related to the Company’s RTSRs was as follows: (in thousands, except weighted average grant price) Number of Shares Weighted Average Grant Price Outstanding awards, December 31, 2022 202 $ 29.46 Granted 134 23.64 Vested ( 30 ) 36.27 Forfeited ( 13 ) 36.27 Outstanding awards, December 31, 2023 293 $ 25.80 Granted 136 22.30 Vested ( 32 ) 34.05 Forfeited ( 138 ) 25.74 Outstanding awards, December 31, 2024 259 $ 22.96 Granted 246 12.31 Vested ( 71 ) 23.64 Forfeited ( 74 ) 21.93 Outstanding awards, December 31, 2025 360 $ 15.77 The total fair value of RTSRs vested was $ 0.8 million during the year ended December 31, 2025. Stock-based compensation expense was as follows: Years Ended December 31, (in thousands) 2025 2024 2023 Stock compensation expense $ 10,463 $ 10,651 $ 10,823 Capitalized stock compensation ( 873 ) ( 814 ) ( 790 ) Stock compensation expense, net $ 9,590 $ 9,837 $ 10,033 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. F-32 Table of Contents The following table indicates the computation of basic and diluted earnings (loss) per share: Years Ended December 31, (in thousands, except per share amounts) 2025 2024 2023 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 (loss) income $ ( 32,943 ) $ 193,817 $ 8,038 Amounts attributable to common shareholders (Loss) income from continuing operations $ ( 39,392 ) $ ( 31,786 ) $ 1,016 Income from discontinued operations, net of tax — 222,174 7,022 Net (loss) income attributable to common shareholders $ ( 39,392 ) $ 190,388 $ 8,038 Basic weighted average shares outstanding 55,100 53,722 50,396 Per share amounts attributable to common shareholders Basic net (loss) income per share - continuing operations $ ( 0.71 ) $ ( 0.59 ) $ 0.02 Basic net income per share - discontinued operations — 4.13 0.14 Basic net (loss) income per share $ ( 0.71 ) $ 3.54 $ 0.16 Effect of stock-based compensation awards outstanding: Basic weighted average shares outstanding 55,100 53,722 50,396 Effect from dilutive shares and options outstanding — — 319 Diluted weighted average shares outstanding 55,100 53,722 50,715 Diluted net (loss) income per share - continuing operations $ ( 0.71 ) $ ( 0.59 ) $ 0.02 Diluted net income per share - discontinued operations — 4.13 0.14 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. The Company considers Series A Preferred Stock to be a participating security as the holders are entitled to receive cumulative dividends. 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. The following table presents potentially dilutive instruments: Years Ended December 31, (in thousands) 2025 2024 2023 Potentially dilutive equity awards 506 325 319 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. F-33 Table of Contents Note 15. Government Grants 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 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. As of December 31, 2025, Shentel has $ 49.6 million of remaining available grant funding. As discussed in Note 2, Summary of Significant Accounting Policies , government assistance that is used to fund capital expenditures is recorded as a reduction to property, plant and equipment. Given the primary purpose of the programs listed above is to fund build-out of the Company’s broadband network, amounts recognized under these programs are recorded as a reduction to the related property, plant and equipment and cash receipts are presented as cash flows from investing activities in the Company’s consolidated statements of cash flows. 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 $ 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 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. The balance related to this activity was $ 2.6 million and $ 3.7 million as of December 31, 2025 and 2024, respectively. Note 16. Commitments and Contingencies Shentel is committed to make payments to satisfy its lease liabilities. The scheduled payments under those obligations are summarized in Note 9, Leases . 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. The Company is obligated to make the following future minimum payments under the non-cancelable terms of these commitments as of December 31, 2025: (in thousands) Purchase Commitments 2026 $ 5,885 2027 3,018 2028 657 2029 397 Total $ 9,957 From time to time the Company is involved in various litigation matters arising out of the normal course of business. 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 F-34 Table of Contents 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. The Company’s management does not believe that the final outcome of any matters that we are currently involved in are reasonably likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. Note 17. Discontinued Operations 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 closing. 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, 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 Service revenue and other $ 4,542 $ 18,635 Operating expenses: Cost of services 1,059 5,625 Selling, general and administrative 572 1,412 Depreciation and amortization 222 2,104 Total operating expenses 1,853 9,141 Operating income 2,689 9,494 Other income: Gain on sale of disposition of Tower Portfolio 294,250 — Other expense ( 81 ) — Income before income taxes 296,858 9,494 Income tax expense 74,684 2,472 Income from discontinued operations, net of tax $ 222,174 $ 7,022 Consummation of the sale triggered the recognition of approximately $ 4.4 million of incremental transaction costs during the year ended December 31, 2024 , for contingent deal advisory fees and legal expenses, which are netted against the gain on sale of disposition of Tower Portfolio. Note 18. Segment Information The Company operates as one segment. The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies. 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. F-35 Table of Contents The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM uses (loss) income from continuing operations and Adjusted EBITDA to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the operations of the Company or for other purposes, such as for acquisitions or to pay dividends. Adjusted EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA to analyze the Company’s growth by monitoring current results versus prior year results. The analyses are used in assessing performance of the Company and in establishing management’s compensation. Adjusted EBITDA is a non-GAAP financial measure. The Company defines Adjusted EBITDA as (loss) income from continuing operations calculated in accordance with GAAP, adjusted for the impact of depreciation and amortization, impairment expense, other income (expense), net, interest income, interest expense, income tax expense (benefit), stock compensation expense, transaction costs related to acquisition and disposition events (including professional advisory fees, integration costs, and related compensatory matters), restructuring expense, tax on equity award vesting and exercise events, and other non-comparable items. The Company believes that the exclusion of the expense and income items eliminated in calculating Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of the Company’s core operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to the Company’s ongoing operations. Accordingly, the Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating the Company’s operating results. The following table summarizes the Company’s revenue, (loss) income from continuing operations, Adjusted EBITDA and significant expenses: (in thousands) 2025 2024 2023 Service revenue and other $ 357,854 $ 328,058 $ 269,131 Significant expenses and other items: Cost of services exclusive of depreciation and amortization 130,118 128,112 100,850 Selling, general and administrative exclusive of stock-based compensation 108,597 105,356 89,271 Adjusted EBITDA 119,139 94,590 79,010 Stock-based compensation expense, net of amount capitalized 9,590 9,837 10,033 Restructuring, integration and acquisition 1,173 14,509 2,915 Depreciation and amortization 131,613 98,835 65,920 Interest expense 25,374 15,897 4,212 Other benefit items ( 6,755 ) ( 6,461 ) ( 5,587 ) Income tax (benefit) expense ( 8,913 ) ( 9,670 ) 501 (Loss) income from continuing operations $ ( 32,943 ) $ ( 28,357 ) $ 1,016 Other benefit items included in (loss) income from continuing operations interest income, patronage income and benefit plan gains. Note 19. 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. F-36 Table of Contents Exhibits Index Exhibit Number Exhibit Description 2.1 Agreement and Plan of Merger, dated October 24, 2023, by and among Shenandoah Telecommunications Company, Fox Merger Sub I Inc., Fox Merger Sub II LLC, Horizon Acquisition Parent LLC, Novacap TMT V, L.P. 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*** 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). 2.3*** Amendment No. 1 to Purchase and Sale Agreement, dated March 29, 2024, by and among Shenandoah Mobile, LLC and Vertical Bridge Holdco, LLC (incorporated by reference to Exhibit 2.2 to Shentel’s Current Report on Form 8-K filed March 29, 2024). 2.4*** First Amendment to Agreement and Plan of Merger, dated April 1, 2024, by and among Shenandoah Telecommunications Company and Novacap TMT V, L.P., as Seller Representative (incorporated by reference to Exhibit 2.2 to Shentel’s Current Report on Form 8-K filed April 1, 2024). 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 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. 333-74297). 4.3 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). 4.4 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 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). 10.3*** 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). 10.4*** 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). F-37 Table of Contents 10.5 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). 10.6 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). 10.7 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). 10.8 Form of RTSR Performance Share Unit Award for Executives under the 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on February 22, 2023 ). 10.9 Form of Strategic Retention Performance Share Unit Award (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 23, 2022). 10.10 2024 Equity Incentive Plan (incorporated by reference from Appendix II to the Company’s Definitive Proxy Statement filed on March 14, 2024 (No. 333-279106)). 10.11* Form of Restricted Stock Unit Award for Executives under the 2024 Equity Incentive Plan. 10.12* Form of RTSR Performance Share Unit Award for Executives under the 2024 Equity Incentive Plan. 10.13* Form of Strategic Performance Share Unit Award under the 2024 Equity Incentive Plan. 10.14 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). 19* Insider trading policies and procedures 21* List of Subsidiaries. 23.1* Consent of RSM US LLP, Independent Registered Public Accounting Firm. 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 Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.3* 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. § 1350. 97.1* Shenandoah Telecommunications Company Incentive Award Recoupment Policy. (101) Formatted in XBRL (Extensible Business Reporting Language) Table of Contents 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 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act. *** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Shentel agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC. Table of Contents SIGNATURES 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 26, 2026 /S/EDWARD H. MCKAY 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. F-40 Table of Contents /s/EDWARD H. MCKAY President and Chief Executive Officer, February 26, 2026 (Principal Executive Officer) Edward H. McKay /s/JAMES J. VOLK Senior Vice President – Chief Financial Officer February 26, 2026 (Principal Financial Officer) James J. Volk /s/TRACY L. WILLIS Vice President - Chief Accounting Officer February 26, 2026 (Principal Accounting Officer) Tracy L. Willis /s/CHRISTOPHER E. FRENCH Executive Chairman February 26, 2026 Christopher E. French /s/VICTOR C. BARNES Director February 26, 2026 Victor C. Barnes /s/THOMAS A. BECKETT Director February 26, 2026 Thomas A. Beckett /s/MATTHEW S. DENICHILO Director February 26, 2026 Matthew S. DeNichilo /s/JAMES F. DIMOLA Director February 26, 2026 James F. DiMola /s/TRACY FITZSIMMONS Director February 26, 2026 Tracy Fitzsimmons /s/JOHN W. FLORA Director February 26, 2026 John W. Flora /s/ RICHARD L. KOONTZ, JR. Director February 26, 2026 Richard L. Koontz, Jr. /s/KENNETH L. QUAGLIO Director February 26, 2026 Kenneth L. Quaglio /s/MICHAEL A. RHYMES Director February 26, 2026 Michael A. Rhymes /s/LEIGH ANN SCHULTZ Director February 26, 2026 Leigh Ann Schultz F-41