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Item 1. Business

2022-02-28 compared with 2021-02-25 · 145 added, 239 removed, 273 unchanged (58% of the section changed)

Shenandoah Telecommunications Company (“Shentel”, “we”, “our”, “us”, or the “Company”), is a provider of a broad range of diversified communications services through its high speed, state-of-the-art wireless, cable, fiber optic and fixed wireless networks to customers in the Mid-Atlantic United States.

Shentel’s services include:

broadband internet, video, and digital voice;

Shenandoah Telecommunications Company (“Shentel”, “we”, “our”, “us”, or the “Company”), provides broadband services through its high speed, state-of-the-art cable, fiber-optic and fixed wireless networks to customers in the Mid-Atlantic United States.

The Company's services include:

broadband internet, video, and voice;

fiber-optic Ethernet, wavelength and leasing;

telephone voice and digital subscriber line;

tower colocation leasing;

and wireless voice and data.

and tower colocation leasing.

The Company owns an extensive regional network with over 7,400 route miles of fiber and over 220 macro cellular towers.

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

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Broadband Reporting Segment

Our Broadband segment provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, and Kentucky, via hybrid fiber coaxial cable under the brand name of Shentel, fiber optic services under the brand name of Glo Fiber and fixed wireless network services under the brand name of Beam.

Our Broadband segment provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, and Kentucky, via fiber optic services under the brand name of Glo Fiber, hybrid fiber coaxial cable under the brand name of Shentel, and fixed wireless network services under the brand name of Beam.

The Broadband segment also leases dark fiber and provides Ethernet and wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area.

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These integrated networks are connected by an approximately 7,400 fiber route mile network.

This fiber optic network also supports our Wireless segment operations, which are currently classified as discontinued operations, and these intercompany transactions are reported at their estimated market value.

The Broadband segment served 203,655 Revenue Generating Units ("RGUs") at December 31, 2021, representing an increase of 8.2%, from December 31, 2020.

Tower Reporting Segment

Our Tower segment owns 223 cell towers and leases colocation space on the towers to wireless communications providers, including our Wireless segment which is currently classified as a discontinued operation.

Our Tower segment owns over 220 macro cell towers and leases colocation space on the towers to wireless communications providers.

Substantially all of our owned towers are built on ground that we lease from the respective landlords.

The colocation space that we lease to our Wireless segment is priced at our estimate of fair market value.

Discontinued Wireless Operations

Our discontinued Wireless operations have been an affiliate of Sprint since 1999.

Shentel is the exclusive personal communications service ("PCS") Affiliate of Sprint in a multi-state area covering large portions of central and western Virginia, south-central Pennsylvania, West Virginia, and portions of Maryland, and Kentucky.

On August 26, 2020, Sprint Corporation (“Sprint”), an indirect subsidiary of T-Mobile US, Inc., ("T-Mobile"), on behalf of and as the direct or indirect owner of Sprint PCS, delivered notice to the Company exercising its option to purchase the assets and operations of our Wireless operations ("Shentel Wireless"), for 90% of the “Entire Business Value” (as defined under our affiliate agreement and determined pursuant to the appraisal process set forth therein).

Shortly thereafter, the Company committed to a plan to sell the discontinued Wireless operations.

The final and binding appraisal process was completed on February 1, 2021.

Expected sale proceeds are $1.95 billion based upon the appraisal process and other agreements between the parties.

We expect to enter into a definitive asset purchase agreement with T-Mobile during the first quarter 2021 and expect that the transaction will close during the second quarter 2021, subject to customary closing conditions and required regulatory approvals.

The Company currently expects to use the after-tax proceeds from the sale of Shentel Wireless to, among other things:

• Repay approximately $702 million of outstanding term loans and swap liabilities, as required by our credit agreement and terminate those agreements;

• Issue a special dividend of $18.75 per share to Shentel's shareholders (the "Special Dividend");

• Provide adequate liquidity for growth and potential strategic acquisitions;

• Provide liquidity for general corporate purposes.

Shentel expects to pay the Special Dividend in the second quarter 2021 after the close of the Shentel Wireless transaction, subject to the approval of Shentel’s Board of Directors.

Broadband competition

As the incumbent cable provider passing over 208,000 homes, we primarily compete directly against the incumbent local telephone companies such as CenturyLink, Inc., Frontier Communications Corp.

As the incumbent cable provider passing over 211,000 homes, we primarily compete directly against the incumbent local telephone companies such as Lumen Technologies, Inc.

(CenturyLink, Inc.), Frontier Communications Corp.

and Verizon, who are generally provisioning broadband services over hybrid fiber and copper-based networks, and indirectly from wireless substitution as the bandwidth speeds from wireless providers have increased with network upgrades to 4 th and 5 th generation technology.

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

Incumbent cable television companies, which have historically provided video service, face competition from direct broadcast satellite providers such as Dish and DirecTV and on-line video services, such as Netflix, Hulu, Disney and Amazon.

Our ability to compete effectively with our competitors in video will depend, in part, on price, content cost and variety and the convenience of our service offerings.

A continuing trend toward consolidation, mergers, acquisitions and strategic alliances in the telecommunications industry could also increase the level of competition we face by further strengthening our competitors.

Tower competition

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

Regulation of Broadband and Cable Video Services

We provide cable and fiber services to customers in franchise areas covering portions of Virginia, West Virginia, western Maryland, and eastern Kentucky.

The provision of cable service generally is subject to regulation by the FCC, and cable operators typically also must comply with the terms of the franchise agreement between the cable operator and the state or local franchising

Regulation of Broadband Internet and Cable Video Services

We provide broadband internet, cable and fiber services to residential and business customers in franchise areas covering portions of Virginia, West Virginia, western Maryland, central Pennsylvania and eastern Kentucky.

Some states, including Virginia and West Virginia, have enacted regulations and franchise provisions that also can affect certain aspects of a cable operator’s operations.

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These issues may be revisited by the FCC in the current administration.

At the same time, several states (including California) adopted state obligations replacing the Internet access (“net neutrality” type) obligations that the FCC removed, and we expect that additional states will consider the imposition of new regulations on our Internet services.

At the same time, several states (including California, but not anywhere we operate) have adopted state obligations replacing the Internet access (“net neutrality” type) obligations that the FCC removed, and we expect that additional states will consider the imposition of new regulations on Internet services like those that we offer.

For example, New York adopted legislation that would have required Internet service providers to offer a discounted Internet service to qualifying low-income consumers, but a federal district judge enjoined enforcement as likely to be deemed rate regulation of Internet service that would be preempted by federal law.

Other state laws and regulations may be adopted in the future, but will likely be subject to legal challenges.

California’s legislation has been challenged in court.

We cannot predict how any such state legislation and court challenges will be resolved.

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

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

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The FCC has ongoing proceedings to allocate additional spectrum for advanced wireless service, which could provide additional wireless competition to our broadband business.

On January 30, 2020, the FCC adopted an order approving the Rural Digital Opportunity Fund (RDOF) to disburse $20.4 billion over the course of ten years to subsidize the deployment of networks for the provision of high-speed broadband internet access and voice services in unserved areas via a reverse auction.

We prevailed as a winning bidder in the RDOF auction of approximately $5.9 million in Virginia and West Virginia to provide broadband and voice service to unserved areas.

Federal and state governments have launched numerous programs to provide subsidies for the construction of high-speed broadband facilities to unserved homes that do not have access to broadband service of 25 Mbps for downloads and 3 Mbps for uploads.

The largest of these is the recently enacted $42.5 billion appropriation in the Infrastructure Investment and Jobs Act for broadband construction and adoption programs that prioritize currently unserved areas.

In addition, funding from the recently adopted American Rescue Plan Act, the Coronavirus Aid, Relief, and Economic Security Act, and the FCC’s Rural Digital Opportunities Fund, and state programs such as the Virginia Telecommunications Initiative (VATI) and West Virginia Broadband Development Fund are likely to subsidize broadband construction to unserved homes.

We prevailed as a winning bidder in the first RDOF auction of approximately $5.9 million in Virginia and West Virginia to provide broadband and voice service to unserved areas.

Final award of that support is subject to further FCC review of the Company’s long-form application and supporting materials.

In addition, our ability to receive this support is dependent upon satisfying network buildout, service delivery and other obligations under FCC regulations.

The FCC reverse auction will award a total of $9.23 billion in subsidies to competitive providers, some of which may be directed to competitive providers in some of the states in which we operate.

In December 2020, Congress authorized additional funding for grants

administered by the Department of Commerce to fund construction of new broadband facilities.

In addition, our ability to receive this support is dependent upon satisfying network build out, service delivery and other obligations under FCC regulations.

Following release of the auction award winners, the FCC asked some companies to reconsider whether the areas they targeted for deployment were in fact unserved.

We have considered that question in certain areas where the company won RDOF funding and have filed a request with the FCC seeking relief from the obligations to build networks in certain areas that will soon be, or already are, served by other providers.

We may be subject to penalties or other adverse action if the FCC does not grant the requested relief.

In 2021, Congress passed the America Rescue Plan Act that provided $1.0 billion in funding to the states in which we operate for broadband infrastructure expansion.

In November 2021, Congress passed the Infrastructure Investment and Jobs Act that will provide an additional $42.5 billion to states to fund broadband construction and adoption programs that prioritize the expansion of high-speed broadband to unserved markets across the country.

With the influx of government grants now available to subsidize broadband fiber to the home (FTTH) construction, we decided to cease our expansion of our Beam fixed wireless network as it is not designed to compete against the faster broadband services offered by fiber networks.

Competitors that are awarded funds to serve unserved areas near our network may by necessity or choice build new facilities that pass through our existing service territories, which could result in increased competition for our broadband service offerings.

Federal Treasury guidance on utilizing funds will be based on a broadband definition of 100 mbps download and 20 mbps upload speeds.

These speeds could limit the efficiency of utilizing some types of broadband services like fixed wireless.

These definitions and the competitive bidding for build out to underserved markets by other internet service providers could put at risk our current fixed wireless deployments, including the plans to build out our RDOF awarded bids.

Our Beam Internet service is provisioned over a fixed wireless network using radio spectrum licensed, or available to, the Company.

Beam Internet service is directly or indirectly subject to many of the same regulations discussed in this section, including but not limited to spectrum allocation and licensing, disclosure of network management practices, consumer privacy, cybersecurity, facilities siting, pole attachments, accessibility and various consumer protection requirements.

Beam Internet service is directly or indirectly subject to many of the same regulations discussed in

this section, including but not limited to spectrum allocation and licensing, disclosure of network management practices, consumer privacy, cybersecurity, facilities siting, pole attachments, accessibility and various consumer protection requirements.

Pricing and Packaging .

Our cable services are no longer subject to rate regulation and our Internet services have never been rate-regulated.

In December 2020 these services became subject to a federal law requiring itemization of certain charges, and we must also comply with generally-applicable marketing and advertising requirements.

In December 2020 these services became subject to a federal law requiring itemization of certain charges in notices and invoices to customers, and we must also comply with generally-applicable marketing and advertising requirements.

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

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Although some local television stations today are carried by cable operators under the must-carry obligation, popular broadcast network affiliated stations, such as ABC, CBS, FOX, CW and NBC, typically are carried pursuant to retransmission consent agreements.

The retransmission consent costs charged by broadcast networks affiliate stations are increasing rapidly.

The retransmission consent costs charged by broadcast networks affiliate stations have increased dramatically over the past decade.

We cannot predict the extent to which such retransmission consent costs may increase in the future or the effect such cost increases may have on our ability to provide cable service.

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Programming Costs.

Satellite-delivered cable programming, such as ESPN, HBO and the Discovery Channel, is not subject to must-carry/retransmission consent regulations or a compulsory copyright license.

The Company negotiates directly or through the National Cable Television Cooperative (“NCTC”) with satellite-delivered cable programmers for the right to carry their programming.

The cost of acquiring the right to carry satellite-delivered cable programming can increase as programmers demand rate increases.

Non-broadcast channels (including satellite-delivered cable programming, such as ESPN, HBO and the Discovery Channel) are not subject to must-carry/retransmission consent regulations or a compulsory copyright license.

The Company negotiates directly or through the National Cable Television Cooperative (“NCTC”) with these cable programmers for the right to carry their programming.

The cost of acquiring the right to carry cable programming can increase as programmers demand rate increases.

Franchise Matters.

Cable operators generally must apply for and obtain non-exclusive franchises from local or state franchising authorities before providing video service.

Cable and FTTH operators generally must apply for and obtain non-exclusive franchises from local or state franchising authorities before providing video and data services.

The terms and conditions of franchises vary among jurisdictions, but franchises generally last for a fixed term and are subject to renewal, require the cable operator to collect a franchise fee of as much as 5% of the cable operator’s gross revenue from video services, and contain certain service quality and customer service obligations.

We believe that our franchise renewal prospects are generally favorable but cannot guarantee the future renewal of any individual franchise.

A significant number of states today have processes in place for obtaining state-wide franchises, and legislation and regulation have been introduced from time to time in Congress, the FCC, and in various states, including those in which we provide some form of video service, that would modify franchising processes, potentially lowering barriers to entry and increasing competition in the marketplace for video services.

Virginia's franchising statute largely leaves franchising responsibility in the hands of local municipalities and counties, but it governs the local government entities’ award of such franchises and their conduct of franchise negotiations.

We cannot predict the extent to which these rules and other developments will accelerate the pace of new entry into the video market or the effect, if any, they may have on our cable operations.

We believe that our ability to obtain franchise or our franchise renewal prospects are generally favorable but cannot guarantee the initial franchise award or future renewal of any individual franchise.

A significant number of states today have processes in place for obtaining state-wide franchises, and legislation and regulation have been introduced from time to time in Congress, the FCC, and in various states, including those in which we provide some form of video or data service, that would modify franchising processes, potentially lowering barriers to entry and increasing competition in the marketplace for video services.

The states in which we currently operate largely leave franchising responsibility in the hands of local municipalities and counties, but they govern the local government entities’ award of such franchises and their conduct of franchise negotiations.

We cannot predict the extent to which these rules and other developments will accelerate the pace of new entry into the video or data market or the effect, if any, they may have on our FTTH and cable operations.

Federal law imposes a 5% cap on franchise fees.

In 2019, the FCC clarified that the value of in-kind contribution requirements set forth in cable franchises (such as channel capacity set aside for public, educational and governmental (PEG) use or free cable service to public buildings) is subject to the statutory cap on franchise fees, and it reaffirmed that state and local authorities are barred from imposing franchise fees on cable systems providing non-cable services such as Internet services.

Those rules were upheld by a federal court in 2021 but the court limited the amount of the in-kind franchise fee contribution credit to the operator’s marginal costs rather than its market valuation.

Pole Attachments.

The Communications Act requires investor-owned ("IO") utilities and telecommunications carriers to provide cable systems with access to poles and conduits and simultaneously subjects the rates charged for this access to either federal or state regulation.

The FCC rules do not directly affect pole attachment rates in states that self-regulate (rather than allow the FCC to regulate) pole rates, but many of those states have substantially the

same rate for cable and telecommunications attachments.

The Communications Act requires investor-owned ("IO") utilities and telecommunications carriers to provide cable systems with access to poles and conduits and simultaneously subjects the rates, terms and conditions of access to either federal or state regulation.

The FCC rules do not directly affect pole attachment rates in states that self-regulate (rather than allow the FCC to regulate) pole rates, but many of those states have substantially the same rate for cable and telecommunications attachments.

Kentucky, Pennsylvania and West Virginia, three states in which we operate, self-regulate IO pole attachments but do so in using essentially the same rate formula and other pole attachment rules as the FCC.

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where the alteration of existing attachments does not involve a reasonable expectation of a service outage, splicing, pole replacement or relocation of a wireless attachment).

The rules are intended to promote broadband deployment and competition by facilitating communications attachments, although there are concerns regarding potential damage to existing networks by third parties.

The rules are intended to promote broadband deployment and competition by facilitating competing communications providers' service deployment.

Certain aspects of the rules are still pending reconsideration at the FCC.

Other aspects were upheld against challenge by the United States Court of Appeals for the Ninth Circuit.

Although West Virginia and Pennsylvania self-regulate, both states have adopted the FCC’s “one touch” make-ready rules.

Although Kentucky, West Virginia and Pennsylvania self-regulate, each of these states have adopted the FCC’s “one touch” make-ready rules.

The Company is subject to various federal and state laws intended to protect the privacy of end-users who subscribe to the Company’s services.

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Other laws impose criminal and other penalties for the violation of certain CPNI requirements and related privacy protections.

The FCC or other regulators may expand these duties.

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

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

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

California’s Consumer Privacy Act and associated regulations, which became effective in 2020, under certain circumstances regulate the sale and disclosure of the personal information of California residents, grants California residents certain rights to, among other things, access and delete data about them in certain circumstances, and authorizes enforcement actions by the California Attorney General and certain private class actions.

California’s Consumer Privacy Act (CCPA) and associated regulations, which became effective in 2020, and the California Privacy Rights Act, which amended the CCPA and comes into effect in January 2023, under certain circumstances regulate the collection, use, retention, sale and disclosure of the personal information of California consumers, grants California consumers certain rights to, among other things, access, correct and delete data about them in certain circumstances, and authorizes enforcement actions by the California Attorney General, the new California Privacy Protection Agency, and certain limited private class actions.

Compliance with the CCPA may increase the cost of providing our services to customers who may be residents in California and increase our litigation exposure.

We expect continued federal and state efforts to regulate online privacy, data security and cybersecurity to continue in 2021.

In 2020 the Virginia State government enacted a new consumer privacy law.

Firms are expected to come into compliance by January 2023.

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

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

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

We will be working through 2022 to bring operations in compliance with the new Virginia law.

In 2021, Colorado enacted the Colorado Privacy Act, modeled largely after its predecessor in Virginia and in part after the CCPA , which will go into effect on July 1, 2023.

We expect continued federal and other state efforts to regulate online privacy, data security and cybersecurity to continue in 2022.

We cannot predict whether any of these efforts will be successful, or how new legislation and regulations, if any, would affect our business.

These efforts have the potential to create a patchwork of differing and/or conflicting state and/or federal regulations, and to increase the cost of providing our services.

Our operations are also subject to federal and state laws governing information security.

In the event of an information security breach, such rules may require consumer and government agency notification and may result in regulatory enforcement actions with the potential of monetary forfeitures.

In addition, restrictions exist, and new restrictions are considered from time to time by Congress, federal agencies and states, on the extent to which wireless customers may receive unsolicited telemarketing calls, text messages, junk e-mail or spam.

These efforts have the

potential to create a patchwork of differing and/or conflicting state and/or federal regulations, and to increase the cost of providing our services.

In addition, restrictions exist, and new restrictions are considered from time to time by Congress, federal agencies and states, on the extent to which customers may receive unsolicited telemarketing calls, text messages, junk e-mail or spam.

Congress, federal agencies and certain states also are considering, and may in the future consider imposing, additional requirements on entities that possess consumer information to protect the privacy of consumers.

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Further regulatory changes are being considered that could impact our VoIP service.

The FCC and state regulatory authorities are considering, for example, whether certain common carrier regulations traditionally applied to incumbent local exchange carriers (including RLECs) should be modified or reduced, and the extent to which common carrier requirements should be extended to VoIP providers.

The FCC has required VoIP providers to comply with requirements relating to 911 emergency services, the Communications Assistance for Law Enforcement Act ("CALEA"), Universal Service Fund ("USF") contribution, customer privacy and CPNI issues, number portability, network outage, rural call completion, disability access, battery backup, robocall mitigation, regulatory fees, and discontinuance of service.

The FCC and state regulatory authorities have considered, for example, whether certain common carrier regulations traditionally applied to incumbent local exchange carriers (including RLECs) should be modified or reduced, and the extent to which common carrier requirements should be extended to VoIP providers.

The FCC has required VoIP providers to comply with several regulations that apply to other telephone services, including 911 emergency services, the Communications Assistance for Law Enforcement Act ("CALEA"), Universal Service Fund ("USF") contribution, customer privacy and CPNI issues, number portability, network outage, rural call completion, disability access, battery backup, robocall mitigation, regulatory fees, and discontinuance of service.

We cannot predict whether the FCC will impose additional obligations on our VoIP services in the future.

Our VoIP telephone services are also subject to certain state and local regulatory fees such as E911 fees and contributions to state universal service funds.

Although we believe that VoIP telephone services should otherwise be governed only by federal regulation, some states have attempted to subject cable VoIP services to state level regulation.

In March 2007, a federal appeals court affirmed the FCC’s decision concerning federal regulation of certain VoIP services, but declined to specifically find that VoIP service provided by cable companies, such as we provide, should be regulated only at the federal level.

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Although the West Virginia proceeding concluded without any new state-level regulation, it is difficult to predict whether it, or other state regulators, will continue to attempt to regulate our VoIP service.

Some other state attempts to regulate VoIP have been blocked by federal courts on the basis of the FCC’s preemption of certain state regulations or on the basis that VoIP services are information services, but as with Internet services, there is uncertainty as to the extent to which courts will preempt state regulation in the future.

We have registered with, or obtained certificates or authorizations from, the FCC and the state regulatory authorities in those states in which we offer competitive voice services in order to ensure the continuity of our services and to maintain needed network interconnection arrangements.

It is not clear how the FCC Order to reclassify wireline and wireless broadband services as Title II common carrier services, and pursuant to Section 706, will affect the regulatory status of our VoIP services.

Further, it is also unclear whether and how these and other ongoing regulatory matters ultimately will be resolved.

Prospective competitors of our Broadband segment may also receive disbursements from the USF.

Some of those competitors have requested USF support under the Connect America Fund to build broadband facilities in areas already served by our Broadband networks.

Although we have opposed such requests where we offer service, we cannot predict whether the FCC or another agency will grant such requests or otherwise fund broadband service in areas already served by the company.

Other Issues.

Our ability to provide video service may be affected by a wide range of additional regulatory and related issues, including FCC regulations pertaining to licensing of systems and facilities, set-top boxes, equipment compatibility, program exclusivity blackouts, commercial leased access of video channels by unaffiliated third parties, advertising, public files, accessibility to persons with disabilities, emergency alerts, equal employment

opportunity, privacy, consumer protection, and technical standards.

Further, the FCC is currently considering proposals to reallocate for other purposes certain spectrum currently used by satellite providers to deliver video programming to individual cable systems, which could be disruptive to the satellite video delivery platform we rely upon to provide our video services.

Our ability to provide video service may be affected by a wide range of additional regulatory and related issues, including FCC regulations pertaining to licensing of systems and facilities, set-top boxes, equipment compatibility, program exclusivity blackouts, commercial leased access of video channels by unaffiliated third parties, advertising, maintenance of online public files, accessibility to persons with disabilities, emergency alerts, equal employment opportunity, privacy, consumer protection, and technical standards.

Further, the FCC recently adopted a plan to reallocate for other purposes certain spectrum currently used by satellite providers to deliver video programming to individual cable systems, which could be disruptive to the satellite video delivery platform we rely upon to provide our video services.

We cannot predict the nature and pace of these and other developments or the effect they may have on our operations.

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State Regulation .

Shenandoah Telephone Company is a rural local exchange carrier (“RLEC”) serving Shenandoah County, Virginia and portions of Rockingham and Augusta County Virginia.

Shenandoah Telephone Company is a rural incumbent local exchange carrier (“RLEC”) serving Shenandoah County, Virginia and portions of Rockingham and Augusta County Virginia.

Shenandoah Telephone’s rates for local exchange service, intrastate toll service, and intrastate access charges are subject to the approval of the Virginia State Corporation Commission, ("VSCC").

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The outcome of those further challenges could modify or delay the effectiveness of the FCC’s rule changes.

During 2017 the FCC initiated a further proceeding to consider whether additional changes to interconnection obligations are needed, including how and where companies interconnect their networks with the networks of other providers.

In 2017 the FCC initiated a further proceeding to consider whether additional changes to interconnection obligations are needed, including how and where companies interconnect their networks with the networks of other providers.

Although we are unable to predict the ultimate effect that the FCC’s order will have on the state regulatory landscape or our operations, the rules may decrease or eliminate revenue sources or otherwise limit our ability to recover the full value of our network assets.

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If an agreement cannot be reached, parties to interconnection negotiations can submit unresolved issues to federal or state regulators for arbitration.

Disputes regarding intercarrier compensation can be brought in a number of forums (depending on the nature and jurisdiction of the dispute) including public utility commissions ("PUCs"), the FCC, and the courts.

Disputes regarding intercarrier compensation can be brought in a number of forums (depending on the nature and jurisdiction of the dispute) including state public utility commissions ("PUCs"), the FCC, and the courts.

The Company is working to resolve routine interconnection and intercarrier compensation-related disputes concerning the volume of traffic exchanged between the Company and third parties, appropriate access rates, and terms for the origination and termination of traffic on third-party networks.

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In addition, the FCC has changed some of the rules that determine what compensation voice service providers, including but not limited to wireless carriers, competitive local exchange carriers, VoIP providers and providers of other Internet-enabled services, should pay and receive for originating and terminating traffic that is interconnected with RLEC networks.

The VSCC has jurisdiction over local telephone companies’ intrastate access charges, and has indicated in the past that it might open a generic proceeding on the rates charged for intrastate access, although the scope and likelihood of such a proceeding is unclear in light of the FCC’s overhaul of the intercarrier compensation rules (discussed above), which affect states’ jurisdiction over intrastate access charges.

The VSCC has jurisdiction over local telephone companies’ intrastate intercarrier compensation rates, and has indicated in the past that it might open a generic proceeding on the rates charged for intrastate access, although the scope and likelihood of such a proceeding is unclear in light of the FCC’s overhaul of the intercarrier compensation rules (discussed above), which affect states’ jurisdiction over intrastate access charges.

Universal Service Fund.

Shenandoah Telephone receives disbursements from the USF.

Shenandoah Telephone receives disbursements from the federal USF.

In October 2011, the FCC adopted comprehensive changes to the universal service program.

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

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

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

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

These programs are beneficial to participating service providers by increasing the number of customers who can afford and pay for Internet services.

At the same time, participation entails some risk because subsidies will not be received if the customer switches to another provider or if the service provider does not fulfill all program requirements.

Non-participation would make it more difficult to compete as effectively for business from low-income consumers.

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

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Other Regulatory Obligations.

Shenandoah Telephone is subject to requirements relating to CPNI, CALEA implementation, interconnection, access to rights of way, number portability, number pooling, accessibility of telecommunications for those with disabilities, robocalls mitigation, protection for consumer privacy, and other obligations similar to those discussed above for our wireless operations.

The FCC and other authorities continue to consider policies to encourage nationwide advanced broadband infrastructure development.

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We offer long distance service to our customers through our subsidiary, Shenandoah Cable Television, LLC.

Our long distance rates are not subject to FCC regulation, but we are required to offer long

distance service through a subsidiary other than Shenandoah Telephone, to disclose our long distance rates on a website, to maintain geographically averaged rates, to pay contributions to the USF and make other mandatory payments based on our long-distance revenues, and to comply with other filing and regulatory requirements.

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

In November 2013 the FCC issued an order imposing greater recordkeeping and reporting obligations on certain long distance providers delivering calls to rural areas.

The order imposes greater recordkeeping and quarterly reporting obligations on such providers, and generally subjects such providers to greater oversight.

Regulation of Wireless Services

Our discontinued Wireless operations operate using radio spectrum made available by Sprint under the Sprint affiliate agreement.

Our discontinued Wireless operations are directly or indirectly subject to, or affected by, a number of regulations and requirements of the FCC and other governmental authorities that apply to providers of commercial mobile radio services (“CMRS”), including but not limited to roaming, interconnection, spectrum allocation and licensing, facilities siting, pole attachments, intercarrier compensation, 911 access, consumer protection, disclosure of network management practices, consumer privacy, and cybersecurity.

Interconnection.

Federal law and FCC regulations impose certain obligations on CMRS providers to interconnect their networks with other telecommunications providers (either directly or indirectly) and to enter into interconnection agreements with certain types of telecommunications providers.

Interconnection agreements typically are negotiated on a statewide basis and are subject to state approval.

If an agreement cannot be reached, in certain cases parties to interconnection negotiations involving CMRS providers can submit unresolved issues to federal or state regulators for arbitration.

In addition, FCC regulations previously required that local exchange carriers and CMRS providers establish reciprocal compensation arrangements for the termination of traffic to one another.

Disputes regarding intercarrier compensation can be brought in a number of forums (depending on the nature and jurisdiction of the dispute) including state PUCs, the FCC and the courts.

The Company does not presently have any material interconnection or intercarrier compensation disputes with respect to its wireless operations.

On December 18, 2014, the FCC issued a declaratory ruling that provides additional guidance concerning how the agency will evaluate the reasonableness of data roaming agreements.

The agency clarified that it will consider the reasonableness of data roaming rates based upon, in part, whether such rates exceed retail, international and resale rates, as well as how such rates compare to other providers’ rates.

The ruling also clarifies other aspects of the FCC’s 2011 data roaming order concerning the appropriate presumptions applied to certain contract terms and the inclusion of build-out terms when considering the reasonableness of roaming rates and terms.

The ruling is expected to provide improved negotiating leverage to Sprint, and other providers, in negotiating new data roaming agreements with AT&T and Verizon.

It is unclear whether such leverage will result in lower data roaming rates for Sprint, or whether such reduced rates will accrue to the benefit of our operations.

There is also a possibility that the ruling could provide a basis for smaller wireless providers to seek more beneficial terms in their roaming agreements with Sprint, which may impact roaming costs in our territory.

Universal Service Contribution Requirements.

Consistent with the terms of our affiliate agreement, Sprint is required to contribute to the federal universal service fund (the “USF”) based in part on the revenues it earns in connection with our wireless operations.

The purpose of this fund is to subsidize telecommunications and broadband services in rural areas, for low-income consumers and for schools, libraries and rural healthcare facilities.

Sprint is permitted to, and does, pass through these mandated payments as surcharges paid by its subscribers.

Regulation of Our Other Services

Transfers, Assignments and Changes of Control of Spectrum Licenses.

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The FCC also requires licensees to maintain effective working control over their licenses.

Our affiliate agreement reflects an alliance that the parties believe meets the FCC requirements for licensee control of licensed spectrum.

If the FCC were to determine that the affiliate agreement should be modified to increase the level of licensee control, we have agreed with Sprint to use our best efforts to modify the affiliate agreement as necessary to cause it to comply with applicable law and to preserve to the extent possible the economic arrangements set forth in the affiliate agreement.

If the affiliate agreement cannot be modified, it may be terminated pursuant to its terms.

The FCC could also impose sanctions on the Company for failure to meet these requirements.

Spectrum licenses are granted for ten-year terms.

Sprint’s spectrum licenses for our service area are scheduled to expire on various dates throughout the term of our affiliate agreements.

Spectrum licensees have an expectation of license renewal if they can satisfy three "safe harbor" certifications which, if made, will result in routine processing

and grant of the license renewal application.

Those certifications require the licensee to certify that it has satisfied any ongoing provision of service requirements applicable to the spectrum license, that it has not permanently discontinued operations (defined as 180 days continuously off the air), and that it has substantially complied with applicable rules and policies.

If for some reason a licensee cannot meet these safe harbor requirements, it can file a detailed renewal showing based on the actual service provided by the station.

All of the PCS licenses used in our wireless business have been successfully renewed since their initial grant.

We also utilize spectrum, pursuant to licenses issued directly to us or leased from third-parties, to deliver our Beam Internet service over a fixed wireless network.

The spectrum licenses we hold are generally granted for ten-year terms.

Spectrum licenses are typically granted for ten-year terms.

Our spectrum licenses for our service area are scheduled to expire on various dates.

Spectrum licensees have an expectation of license renewal if they can satisfy three "safe harbor" certifications which, if made, will result in routine processing and grant of the license renewal application.

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If for some reason a licensee cannot meet these safe harbor requirements, it can file a detailed renewal showing based on the actual service provided by the station.

Construction and Operation of Wireless Facilities.

Wireless systems must comply with certain FCC and Federal Aviation Administration (“FAA”) regulations regarding the registration, siting, marking, lighting and construction of transmitter towers and antennas.

We utilize spectrum, pursuant to licenses issued directly to us or leased from third-parties, to deliver our Beam Internet service over a fixed wireless network.

Construction and Operation of Tower Facilities.

Wireless tower systems must comply with certain FCC and Federal Aviation Administration (“FAA”) regulations regarding the registration, siting, marking, lighting and construction of transmitter towers and antennas.

The FCC also requires that aggregate radio frequency emissions from every site meet certain standards.

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The construction of new towers, and in some cases the modification of existing towers, may also be subject to environmental review pursuant to the National Environmental Policy Act of 1969 (“NEPA”), which requires federal agencies to evaluate the environmental impacts of their decisions under some circumstances.

FCC regulations implementing NEPA place responsibility on each applicant to investigate any potential environmental effects of a proposed operation, including health effects relating to radio frequency emissions, and impacts on endangered species such as certain migratory birds, and to disclose any significant effects on the environment to the agency prior to commencing construction.

to commencing construction.

In the event that the FCC determines that a proposed tower would have a significant environmental impact, the FCC would require preparation of an environmental impact statement, which would be subject to public comment.

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In some jurisdictions, local laws or regulations may impose similar requirements.

Wireless Facilities Siting .

States and localities are authorized to engage in forms of regulation, including zoning and land-use regulation, which may affect our ability to select and modify sites for wireless facilities.

States and localities may not engage in forms of regulation that effectively prohibit the provision of wireless services, discriminate among functionally equivalent services or regulate the placement, construction or operation of wireless facilities on the basis of the environmental effects of radio frequency emissions.

Tower Facilities Siting.

States and localities are authorized to engage in forms of regulation, including zoning and land-use regulation, which may affect our ability to select and modify sites for wireless tower facilities.

States and localities may not engage in forms of regulation that effectively prohibit the provision of wireless services, discriminate among functionally equivalent services or regulate the placement, construction or operation of wireless tower facilities on the basis of the environmental effects of radio frequency emissions.

Courts and the FCC are routinely asked to review whether state and local zoning and land-use actions should be preempted by federal law, and the FCC also is routinely asked to consider other issues affecting wireless facilities siting in other proceedings.

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CALEA requires telecommunications carriers and broadband providers, including the Company, to modify their equipment, facilities and services to allow for authorized electronic surveillance based on either industry or FCC standards.

The FCC extended CALEA obligations to VoIP and broadband services in 2005.

Local Number Portability .

All covered CMRS providers, including the Company, are required to allow wireless customers to retain their existing telephone numbers when switching from one telecommunications carrier to another.

These rules are generally referred to as wireless local number portability (“LNP”).

The future volume of any porting requests, and the processing costs related thereto, may increase our operating costs in the future.

We are currently in compliance with LNP requirements.

The FCC has selected a new Local Number Portability Administrator, and the transition to a new Local Number Portability Administrator may impact our ability to manage number porting and related tasks, or may result in additional costs related to the transition.

Number Pooling .

The FCC regulates the assignment and use of telephone numbers by wireless and other telecommunications carriers to preserve numbering resources.

CMRS providers in the top 100 markets are required to be capable of sharing blocks of 10,000 numbers among themselves in subsets of 1,000 numbers (“1000s-block number pooling”);

the FCC considers state requests to implement 1000s-block number pooling in smaller markets on a case-by-case basis, and has granted such requests in the past.

In addition, all CMRS carriers, including those operating outside the top 100 markets, must be able to support roaming calls on their network placed by users with pooled numbers.

Wireless carriers must also maintain detailed records of the numbers they have used, subject to audit.

The pooling requirements may impose additional costs and increase operating expenses on us and limit our access to numbering resources.

We are currently in compliance with the FCC number pooling requirements.

Telecommunications Relay Services (“TRS”).

Federal law requires wireless service providers to take steps to enable the hearing impaired and other disabled persons to have reasonable access to wireless services.

The FCC has adopted rules and regulations implementing this requirement to which we are subject, and requires that we pay a regulatory assessment to support such telecommunications relay services for the disabled.

The Company is in compliance with these requirements.

Consumer Privacy.

For a discussion of privacy obligations relating to our Wireless business, please see “Regulation of Broadband and Cable Video Services – Privacy,” above.

Consumer Protection .

Many members of the wireless industry, including us, have voluntarily committed to comply with the Cellular Telecommunication and Internet Association ("CTIA") Consumer Code for Wireless Service, which includes consumer protection provisions regarding the content and format of bills;

advance disclosures regarding rates, terms of service, contract provisions, and network coverage;

and the right to terminate service after a trial period or after changes to contract provisions are implemented.

The FCC and/or certain state commissions have considered or are considering imposing additional consumer protection requirements upon wireless service providers, including billing-related disclosures and usage alerts, as well as the adoption of standards for responses to customers and limits on early termination fees.

On December 12, 2013, CTIA filed a letter with the FCC detailing voluntary commitments by large wireless providers, including Sprint, which will permit subscribers and former subscribers to unlock their mobile devices, subject to contract fulfillment time frames for postpaid plans, or after one year for prepaid plans.

The carriers have agreed to fully implement the voluntary commitments within 12 months of adoption.

Subsequently, on February 11, 2014, CTIA-The Wireless Association adopted six standards on mobile wireless device unlocking into the CTIA Consumer Code for Wireless Service.

Finally, on August 1, 2014, the Unlocking Consumer Choice and Wireless Competition Act was enacted to make it easier for consumers to change their cell phone service providers without paying for a new phone.

This new statute reverses a decision made by the Library of Congress in 2012 that said it was illegal for consumers to “unlock” their cell phones for use on other networks without their service provider’s permission.

Adoption of these and other similar consumer protection requirements could increase the expenses or decrease the revenue of the Company's wireless business.

Courts have also had, and in the future may continue to have, an effect on the extent to which matters pertaining to the content and format of wireless bills can be regulated at the state level.

Any further changes to these and similar requirements could increase our costs of doing business and our costs of acquiring and retaining customers.

Radio Frequency Emission from Handsets .

Some studies (and media reports) have suggested that radio frequency emissions from handsets, wireless data devices and cell sites may raise various health concerns, including cancer, and may interfere with various electronic medical devices, including hearing aids and pacemakers.

Most of the expert reviews conducted to date have concluded that the evidence does not support a finding of adverse health effects but that further research is appropriate.

Courts have dismissed a number of lawsuits filed against other wireless service operators and manufacturers, asserting claims relating to radio frequency transmissions to and from handsets and wireless data devices.

However, there can be no assurance that the outcome of other lawsuits, or general public concerns over these issues, will not have a material adverse effect on the wireless industry, including us.

Accessibility .

The FCC imposes obligations on telecommunications service providers intended to ensure that individuals with disabilities are able to access and use telecommunications services and equipment.

FCC rules require telecommunications service providers, including wireless providers, to be capable of transmitting 911 calls from persons who are deaf, hard of hearing or speech disabled, including through text telephone ("TTY") capability over the public switched telephone network ("PSTN"), various forms of PSTN-based and internet protocol ("IP")-based TRS, and text-to-911 (where available).

The FCC rules allow wireless telecommunications service providers to transition to use of real time text ("RTT") in lieu of TTY technology for communications using wireless IP-based voice services.

In addition, telecommunications services, including Voice over Internet Protocol ("VoIP"), and advanced communications services ("ACS") (such as email and text messaging) must be accessible to and usable by disabled persons, including by ensuring that email and texts are compatible with commonly used screen readers, unless doing so is not achievable.

FCC rules require that customer support for covered telecommunications and ACS services (including website based) is accessible and also imposes extensive recordkeeping for both telecommunications services and ACS, and subject providers to significant penalties for non-compliance with accessibility requirements as well as for falsely certifying compliance with recordkeeping obligations.

FCC rules also require us to offer a minimum number of hearing aid-compatible (“HAC”) handsets to consumers.

911 Services .

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

The FCC has also sought public comment to investigate further requirements regarding the accuracy of wireless location information transmitted during an emergency 911 call.

Additionally, the FCC adopted rules requiring all wireless carriers to support the ability of consumers to send text messages to 911 in all areas of the country where 911 Public Safety Answering Points (“PSAP”) are capable of receiving text messages.

Also, in May 2013, the FCC adopted rules which require CMRS providers to provide an automatic “bounce-back” text message when a subscriber attempts to send a text message to 911 in a location where text-to-911 is not available.

In August 2014, the FCC ordered that all CMRS and interconnected text providers must be capable of supporting text-to-911 by December 31, 2014.

Such covered text providers had until June 30, 2015, to begin delivering text-to-911 messages to PSAPs that have submitted requests for such delivery by December 31, 2014, unless otherwise agreed with the PSAP, and six months to begin delivery after any such request made after December 31, 2014.

More recently, in 2020, the FCC proposed substantial fines on the nation’s largest wireless carriers, including Sprint, claiming that there was not an adequate effort to secure real time location data that was sold to third parties.

We are not able to predict the effect that these, or any other, changes to the 911 service rules, or potential enforcement actions, will have on our operations.

Human Capital Management

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Additionally, at time of hire and at least annually, we ask all employees and board members to review and certify their commitment to this Code.

In addition to compliance with our Code of Business Conduct and Ethics, the Company attempts to follow a Positive People Philosophy, which creates the foundation for how all employees work together to drive our collective

Our culture is built upon values of always looking for opportunities to improve, taking ownership for resolving issues, effectively communicating to solve problems, working collaboratively as a team, and providing leadership by setting positive examples for others to follow.

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

As of December 31, 2020, our commitment to safety has also allowed us to achieve a 2020 OSHA Incident Rate of 0.5, compared to the national utilities industry benchmark of 2.2.

Our commitment to safety has also allowed us to achieve a 2021 OSHA Incident Rate of approximately 0.6, compared to the national utilities industry benchmark of 2.2.

Our focus on safety is also evident in our COVID-19 response.

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Our Shentel University platform supplements our talent development strategies and provides an online portal that enables employees to access virtual courses and self-directed web-based courses, leveraging both internally and externally developed and hosted content.

In addition, we provide our employees with regular leadership and professional development events that focus on how we may best advance our team, effectively execute our business strategies,

and continue to develop the talent and potential of our employees.

In addition, we provide our employees with regular leadership and professional development events that focus on how we may best advance our team, effectively execute our business strategies, and continue to develop the talent and potential of our employees.

We leverage our training and talent management efforts to ensure we have ready-now successors identified as the Company continues to grow and evolve.

Employee Engagement

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

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

During 2021, we conducted our most recent enterprise-wide engagement survey, with the assistance of third party consultants, which focused on measuring engagement, inclusion, and overall employee satisfaction.

The overall response rate in our latest survey, conducted in June 2020, was 80% and indicated an overall company favorability of 83%.

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

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French President and Chief Executive Officer 63 April 1988

Heimbach Executive Vice President and Chief Operating Officer 45 May 2018

McKay Executive Vice President and Chief Operating Officer 49 July 2021

Volk Senior Vice President and Chief Financial Officer 58 June 2019

Ostroski General Counsel, Vice President Legal and Corporate Secretary 66 January 2013

McKay Senior Vice President Engineering and Operations 48 January 2019

Pirtle Senior Vice President Sales and Marketing 61 January 2019

Cheng Senior Vice President and Chief Information Officer 49 March 2019

Banks Vice President and Chief Human Resources Officer 48 July 2019

Cheng Vice President and Chief Information Officer 48 March 2019

Stobbe Vice President and Chief Accounting Officer 37 April 2019

Romps Vice President and Chief Accounting Officer 54 July 2021

Senior Vice President Engineering and Operations 48 July 2021

Rieger General Counsel, Vice President Legal and Corporate Secretary 41 February 2022

French is President and Chief Executive Officer for Shentel.

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French holds a bachelor’s degree in electrical engineering and an MBA, both from the University of Virginia.

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

Heimbach is Executive Vice President and Chief Operating Officer for Shentel.

He joined the Company in May 2018, and is a twenty-year veteran of the telecommunications industry, having served in a variety of senior management roles with both large corporations and entrepreneurial start-ups.

He most recently served as Chief Operating Officer of Rise Broadband, the nation’s largest fixed wireless service provider, with responsibility for sales, marketing, product management, engineering, construction, field and customer operations, and corporate strategy.

Prior to joining Rise Broadband, Mr.

Heimbach held several executive positions at Cincinnati Bell over a 14 year period including Chief Operating Officer;

Senior Vice President/General Manager, Business and Carrier Markets;

Vice President and General Manager of the Evolve Business Solutions subsidiary;

Vice President Product Development;

Director, Small and Medium Business Strategy;

Director of Operations, Extended Territories;

and Product Manager.

Heimbach holds a B.S.

in Communications from the J.

Warren McClure School of Information & Telecommunications Systems of Ohio University and is a board member of the American Cable Association.

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

French is currently a member of the Leadership Committee of the USTelecom Association.

McKay is Executive Vice President and Chief Operating Officer for Shentel.

He has served in this role since July 2021 and is responsible for leading Shentel’s entire integrated broadband business, including the Shentel Cable, Glo Fiber and Beam brands, and the Company’s tower portfolio.

He joined Shentel in 2004 and has more than 25 years of experience in the telecommunications industry.

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

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

McKay held the title of Senior Vice President - Wireline and Engineering from 2015 to 2018, with responsibility for managing the Company's commercial fiber and dual incumbent cable and RLEC businesses, network planning, engineering, construction and operations for Shentel's networks.

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

He is a graduate of the University of Virginia, where he earned master’s and bachelor’s degrees in Electrical Engineering.

He represents the Company on the Board of ACA Connects and the Board of ValleyNet.

Volk is Senior Vice President and Chief Financial Officer.

He joined Shentel in June 2019.

He has more than 20 years of experience in the telecommunications industry, and has served in a variety of senior financial management

roles with both large corporations and high growth, early stage telecommunication providers.

He has more than 27 years of experience in the telecommunications industry, and has served in a variety of senior financial management roles with both large corporations and high growth, early stage telecommunication providers.

He most recently served as Vice President, Finance and Investor Relations of Uniti Group Inc.

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

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

He joined Shentel in 2013 and is responsible for all legal and regulatory compliance matters for the Company.

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

Ostroski began his career in the telecommunications industry in 1985, and has served as Executive Vice President and General Counsel for One Communications, Senior Vice President and General Counsel for Commonwealth Telephone Enterprises, Executive Vice President and General Counsel for RCN Corporation and Senior Vice President and General Counsel of C-TEC Corporation.

Ostroski earned a bachelor’s degree in Social Science from Wilkes University and also earned a Juris Doctor degree from Temple University School of Law.

McKay is Senior Vice President Engineering and Operations for Shentel.

He was promoted to Senior Vice President in September 2015.

His previous position was Vice President - Wireline and Engineering.

He is responsible for network planning, engineering, construction and operations for Shentel’s networks.

McKay joined Shentel in 2004, and began his telecommunications industry career in 1996, including previous engineering management positions at UUNET and Verizon.

He is a graduate of the University of Virginia, where he earned master’s and bachelor’s degrees in Electrical Engineering.

He represents the Company on the Board of ValleyNet.

Pirtle is Senior Vice President Sales and Marketing.

He was promoted to Senior Vice President in September 2015.

His previous position was Vice President Wireless, responsible for Shentel’s Wireless segment.

He is responsible for all sales and marketing efforts across all brands.

He joined the Company in 1992, as Vice President Network Services responsible for Shentel's technology decisions, maintenance and operation of its telephone, cable, cellular, paging and fiber optics networks.

He helped launch Shentel's Internet business in 1994, and led its participation in its wireless PCS business and Sprint affiliation beginning in 1995.

He is a graduate of the University of Virginia.

Pirtle is a co-founder of the Shenandoah Valley Technology Council and has represented the Company on the Board of ValleyNet.

Pirtle is currently a member and chairman of the Competitive Carriers Association board of directors.

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

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

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

Prior to joining Shentel, Mrs.

Cheng served as Chief Information Officer and Managing Director of Global Strategic Design for CFA Institute in Charlottesville, Va.

Prior to her time at CFA Institute, Mrs.

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

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

Additionally, Mrs.

Cheng is a founding board member of Charlottesville Women in Tech, a non-profit organization which encourages women to join and thrive in technology careers.

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

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She holds a Bachelor of Science in Psychology from Florida State University and a Master of Arts in Industrial Organizational Psychology from the University of New Haven.

Additionally, Ms.

Banks serves as Vice President on the Board of Trustees for the Powhatan School in Boyce, VA.

Cheng is Vice President and Chief Information Officer for Shentel.

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

Prior to joining Shentel, Ms.

Cheng served as Chief Information Officer and Managing Director of Global Strategic Design for CFA Institute in Charlottesville, Va.

Prior to her time at CFA Institute, Ms.

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

Additionally, Ms.

Cheng is a founding board member of Charlottesville Women in Tech, a non-profit organization which encourages women to join and thrive in technology careers.

Stobbe is Vice President and Chief Accounting Officer at Shentel.

Stobbe is responsible for the leadership of Shentel’s accounting function.

He joined Shentel in April 2019.

Previously, he was a senior manager at KPMG LLP, where he focused on serving public telecommunications companies.

He has led diverse teams and has extensive knowledge of U.S.

GAAP and internal control over financial reporting.

He holds both Bachelor and Master degrees in Accounting from the University of Missouri-Kansas City and is a certified public accountant.

Romps is Vice President and Chief Accounting Officer for Shentel.

He is responsible for all accounting, financial reporting, internal controls, SEC, Sarbanes-Oxley and income tax compliance.

Romps joined the company in July 2021 and has 30 years of progressive accounting and finance experience including six years as Chief Accounting Officer of Continental Building Products, a publicly-traded building materials company, eight years with AT&T (formerly SBC Communications and Ameritech) and four years with Ernst & Young.

Romps is a certified public accountant and earned a B.A.

in Accounting from Michigan State University and MBA from the Kellogg Graduate School of Management at Northwestern University.

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

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

Prior to joining Shentel, Mr.

Mason was Head of Install and Repair Operations at Google Fiber.

Before that, he held a variety of leadership roles over his 20+ year career with Cincinnati Bell, culminating in Vice President of Field Operations.

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

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

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

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

Rieger began his career in the contact center industry in 2007, and went on to gain experience in both the financial technology and software-as-a-service industries.

Rieger has served as General Counsel for Conduit Global, Executive Vice President, Chief Legal Officer and Corporate Secretary for kgb, and Vice President of Global Corporate and Operational Compliance for Sykes Enterprises.

Rieger received his Bachelor of Science in Business Administration from Villanova University and his Juris Doctor degree from Widener University.

Websites and Additional Information

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What changed 10-K

Item 1. Business