What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-21 · 608 added, 425 removed, 634 unchanged (62% of the section changed)

9 unchanged sentences

Based on its assessment, the Company’s management believes that, as of December 31, 2024, the Company’s internal control over financial reporting is effective based on those criteria.

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

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

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

5 unchanged sentences

Not applicable.

Table of Conten t s

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

8 unchanged sentences

Information required by Item 12 is incorporated herein by reference to the 2025 proxy statement appearing under the caption “Security Ownership.”

The Company grants stock awards to its employees meeting certain eligibility requirements under its shareholder-approved Company Stock Incentive Plan, referred to as the 2014 Equity Incentive Plan.

The 2014 Equity Incentive Plan authorizes grants of up to an additional 4.2 million shares over a ten-year period beginning in 2014.

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

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

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

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, 2024 were as follows:

Number of securities to be issued upon exercise of outstanding options and RSUs Weighted average exercise price of outstanding options Number of securities remaining available for future issuance

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 1,073,295 $ — —

2024 Equity Incentive Plan

60,365 $ — 2,917,122

1,133,660 $ — 2,917,122

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

2 unchanged sentences

Information required by Item 14 is incorporated herein by reference to the 2025 proxy statement, including the information in the 2025 proxy statement appearing under the caption “Shareholder Ratification of Independent Registered Public Accounting Firm.”

Table of Conten t s

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

(1) Financial Statements:

(2) Financial Statement Schedule

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.

FORM 10-K SUMMARY

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY

1 unchanged sentence

Index to the Consolidated 2024 Financial Statements

Reports of Independent Registered Public Accounting Firm as of and for the Year s Ended December 31, 202 3 and 2022

Report of Independent Registered Public Accounting Firm for the Year Ended December 31, 2021

Reports of Independent Registered Public Accounting Firm

Consolidated Financial Statements

Consolidated Balance Shee ts as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

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

2 unchanged sentences

Notes to Consolidated Financial Statements

Financial Statement Schedule

Valuation and Qualifying Accounts F- 32

Table of Conten t s

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

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, 2023 and 2022, the related consolidated statements of comprehensive income (loss), shareholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes to the consolidated financial statements and Schedule II – Valuation and Qualifying Accounts (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, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 20, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

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Critical Audit Matter

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

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

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

Cable franchise rights impairment assessment

As described in Notes 2 and 6 to the financial statements, the Company’s indefinite-lived cable franchise rights are $64.3 million as of December 31, 2023.

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 carrying value of the cable franchise rights exceeds its estimated fair value.

In connection with the annual evaluation, the Company first performs a qualitative assessment of whether it is more likely than not that the cable franchise rights are impaired.

In the event impairment is more likely than not, the fair value of the cable franchise rights is estimated, and an impairment charge is recognized for any excess of the carrying value over fair value.

On October 1, 2023, the Company performed a qualitative analysis and concluded there was no impairment.

This analysis involved, among other things, evaluating changes in forecasted revenue, operating margins, capital expenditures, the discount rate, as well as assessing the sensitivity of the estimated fair value of the cable franchise rights, previously determined using an income approach, to these and other relevant changes to valuation inputs on a cumulative basis, which is inherently judgmental and complex.

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 analysis.

Auditing management’s judgments used in the impairment assessment regarding forecasts of future revenue, operating margins and capital expenditures and the discount rate, as well as evaluating management’s assessment of the sensitivity of the estimated fair value to the cumulative change in these and other

relevant valuation inputs, involved a high degree of auditor judgment and increased audit effort, including the use of our valuation specialist.

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 analysis, and tested such controls for design and operating effectiveness, including controls over management’s review of the significant assumptions and the analysis described above;

• Testing management’s process for performing the qualitative impairment assessment by (i) understanding management’s process for updating the forecasted revenue growth rates, operating margins, capital expenditures and estimated discount rate from previous forecasts and estimates, (ii) testing the completeness, accuracy, and relevance of the underlying data used in the updated forecast and discount rate, (iii) comparing these assumptions to historical results and to forecasted information included in external industry reports, and (iv) testing the accuracy of management’s assessment of sensitivity of the fair value of cable franchise rights to the cumulative change in relevant valuation inputs;

• Utilizing our valuation professionals to assist in evaluating the reasonableness of the discount rate.

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

Valuation of Certain Identifiable Assets Acquired in a Business Combination

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

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

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

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

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

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

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

Table of Conten t s

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

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

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

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

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

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

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

/s/ RSM US LLP

2 unchanged sentences

February 20, 2025

Table of Conten t s

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors Shenandoah Telecommunications Company

To the Shareholders and the Board of Directors of Shenandoah Telecommunications Company

Opinion on the Internal Control Over Financial Reporting

1 unchanged sentence

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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, 2023 and 2022, the related consolidated statements of comprehensive income (loss), shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes to the consolidated financial statements and Schedule II – Valuation and Qualifying Accounts of the Company and our report dated February 21, 2024 expressed an unqualified opinion.

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

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

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

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

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 included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

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.

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February 20, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Shenandoah Telecommunications Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of comprehensive income (loss), shareholders’ equity, and cash flows of Shenandoah Telecommunications Company and subsidiaries (the Company) for the year ended December 31, 2021, and the related notes and financial statement schedule II – Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2021, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the 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 the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2001 to 2022.

McLean, Virginia

February 28, 2022

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

15 unchanged sentences

Deferred charges and other assets 14,235 11,561

Non-current assets held for sale — 68,915

Total assets $ 1,740,273 $ 1,214,229

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY

Current liabilities:

10 unchanged sentences

Deferred income taxes 167,716 88,147

Asset retirement obligations 10,069 9,932

Benefit plan obligations 4,945 3,943

1 unchanged sentence

Other liabilities 33,525 16,912

Non-current liabilities held for sale — 54,213

Total other long-term liabilities 216,980 170,400

Commitments and contingencies (Note 16)

Temporary equity:

Redeemable noncontrolling interest 82,464 —

Shareholders’ equity:

5 unchanged sentences

Total shareholders’ equity 918,583 652,670

Total liabilities and shareholders’ equity $ 1,214,229 $ 977,719

Total liabilities, temporary equity and shareholders’ equity $ 1,740,273 $ 1,214,229

See accompanying notes to consolidated financial statements.

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2024, 2023 and 2022

4 unchanged sentences

Selling, general and administrative 115,193 99,304 91,113

Restructuring expense — 1,251 1,727

Restructuring, integration and acquisition 14,509 2,915 1,251

Impairment expense 382 2,552 5,241

1 unchanged sentence

Total operating expenses 356,649 268,989 266,367

Operating income (loss) 9,624 ( 7,958 ) ( 2,430 )

Other income (expense):

Other income (expense), net 1,387 ( 1,348 ) 8,665

Income (loss) from continuing operations before income taxes 11,011 ( 9,306 ) 6,235

Income tax expense (benefit) 2,973 ( 927 ) ( 1,694 )

Income (loss) from continuing operations 8,038 ( 8,379 ) 7,929

Operating (loss) income ( 28,591 ) 142 ( 17,456 )

Other (expense) income:

Interest expense ( 15,897 ) ( 4,212 ) ( 1,577 )

Other income, net 6,461 5,587 215

(Loss) income from continuing operations before income taxes ( 38,027 ) 1,517 ( 18,818 )

Income tax (benefit) expense ( 9,670 ) 501 ( 3,400 )

(Loss) income from continuing operations ( 28,357 ) 1,016 ( 15,418 )

Discontinued operations:

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

Other comprehensive income (loss):

Unrealized income on interest rate hedges, net of tax 1,668 — 4,706

Comprehensive income (loss) $ 9,706 $ ( 8,379 ) $ 1,003,537

Net income (loss) per share, basic and diluted:

Basic - Income (loss) from continuing operations $ 0.16 $ ( 0.17 ) $ 0.16

Dividends on redeemable noncontrolling interest 3,429 — —

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

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

Basic - (Loss) income from continuing operations $ ( 0.59 ) $ 0.02 $ ( 0.31 )

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

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

Diluted - Income (loss) from continuing operations $ 0.16 $ ( 0.17 ) $ 0.16

Diluted - (Loss) income from continuing operations $ ( 0.59 ) $ 0.02 $ ( 0.31 )

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

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Weighted average shares outstanding, diluted 53,722 50,715 50,155

Cash dividends declared per share $ 0.09 $ 0.08 $ 18.82

Cash dividends declared per common share $ 0.10 $ 0.09 $ 0.08

See accompanying notes to consolidated financial statements.

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Years Ended December 31, 2024 , 2023 and 2022

(in thousands)

2024 2023 2022

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

Other comprehensive income (loss):

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

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

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

Dividends on redeemable noncontrolling interest 3,429 — —

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

See accompanying notes to consolidated financial statements.

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

1 unchanged sentence

(in thousands)

Shares of Common Stock (no par value) Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total

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, 2021 — — 49,965 $ 49,351 $ 592,924 $ — $ 642,275

Net income — — 998,831 — 998,831

Net gain on interest rate swaps, net of tax — — — 4,706 4,706

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

Dividends declared — — — — ( 3,991 ) — ( 3,991 )

2 unchanged sentences

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

Net loss — — ( 8,379 ) — ( 8,379 )

Net income — — — — 8,038 — 8,038

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

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

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

Common stock issued — — 2 44 — — 44

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

1 unchanged sentence

Net income — — — — 193,817 — 193,817

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

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

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

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

2 unchanged sentences

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

See accompanying notes to consolidated financial statements.

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

3 unchanged sentences

Cash flows from operating activities:

Net income (loss) $ 8,038 $ ( 8,379 ) $ 998,831

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

Income from discontinued operations, net of tax 222,174 7,022 7,039

Income (loss) from continuing operations 8,038 ( 8,379 ) 7,929

(Loss) income from continuing operations ( 28,357 ) 1,016 ( 15,418 )

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

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Amortization of intangible assets 1,545 490 724

Accretion of asset retirement obligations 621 531 421

Provision for credit losses 2,132 2,852 1,972

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Other, net 626 ( 462 ) 499

Changes in assets and liabilities:

Changes in assets and liabilities, net of effects of business acquisition:

Accounts receivable ( 2,452 ) ( 143 ) ( 583 )

Current income taxes 1,382 25,532 1,054

Operating lease right-of-use assets 3,614 6,322 4,779

Operating lease assets and liabilities, net ( 361 ) 65 232

Other assets ( 3,268 ) 4,879 348

Accounts payable ( 2,240 ) ( 2,959 ) 79

Lease liabilities ( 3,098 ) ( 5,471 ) ( 4,333 )

Other deferrals and accruals 3,004 ( 4,048 ) ( 1,594 )

Net cash provided by operating activities - continuing operations 69,379 104,330 65,427

Net cash used in operating activities - discontinued operations — — ( 314,387 )

Net cash provided by (used in) operating activities 113,774 74,895 ( 250,934 )

Net cash (used in) provided by operating activities - discontinued operations ( 6,812 ) 9,444 9,468

Net cash provided by operating activities 62,567 113,774 74,895

Cash flows from investing activities:

1 unchanged sentence

Government grants received 19,238 1,904 —

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

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

2 unchanged sentences

Net cash used in investing activities - continuing operations ( 645,233 ) ( 235,211 ) ( 183,559 )

Net cash provided by investing activities - discontinued operations — — 1,944,089

Net cash (used in) provided by investing activities ( 236,691 ) ( 184,179 ) 1,784,354

Net cash provided by (used in) investing activities - discontinued operations 305,827 ( 1,480 ) ( 620 )

Net cash used in investing activities ( 339,406 ) ( 236,691 ) ( 184,179 )

Cash flows from financing activities:

Principal payments on long-term debt ( 7,044 ) — —

Proceeds from credit facility borrowings 125,000 225,000 75,000

Payments for debt issuance costs ( 300 ) — ( 841 )

Dividends paid, net of dividends reinvested ( 4,523 ) ( 3,991 ) ( 940,256 )

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

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

Dividends paid ( 5,805 ) ( 4,523 ) ( 3,991 )

Taxes paid for equity award issuances ( 1,727 ) ( 1,387 ) ( 1,076 )

Payments for financing arrangements and other ( 1,378 ) ( 679 ) ( 932 )

Net cash provided by (used in) financing activities - continuing operations 218,111 69,001 ( 943,917 )

Net cash used in financing activities - discontinued operations — — ( 700,556 )

Net cash provided by (used in) financing activities 218,111 69,001 ( 1,644,473 )

Net increase (decrease) in cash and cash equivalents 95,194 ( 40,283 ) ( 111,053 )

Net cash provided by financing activities 183,856 218,111 69,001

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

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

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

Supplemental Disclosures of Cash Flow Information

Interest paid, net of amounts capitalized $ ( 12,075 ) $ ( 3,026 ) $ ( 580 )

See accompanying notes to consolidated financial statements.

Table of Conten t s

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

1 unchanged sentence

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 and Kentucky, via fiber optic and hybrid fiber coaxial cable networks.

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

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

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

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

These integrated networks are connected by a fiber network.

All of these operations are contained within our Broadband reporting segment.

Our Tower segment owns 219 macro cellular towers and leases colocation space on those towers to wireless communications providers.

See Note 15, Segment Reporting , for additional information.

Pending Acquisition of Horizon Acquisition Parent LLC

On October 24, 2023, Shentel entered into a definitive agreement to acquire 100 % of the equity interests in Horizon Acquisition Parent LLC (“Horizon”) for $ 385 million (the “Horizon Transaction”).

Consideration will consist of $ 305 million in cash and $ 80 million of Shentel common stock.

Horizon Transaction

On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”).

Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100 % of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor, which is one of the Sellers (the “Selling Shareholder”);

and (ii) paying $ 347 million which consisted of cash consideration to the other Sellers and certain third parties, including Horizon’s existing lenders to discharge debt, and payments for working capital adjustments and reimbursement of capital expenditures incurred by the Sellers, subject to post-closing adjustments.

The Selling Shareholder agreed to an investor rights agreement with the Company, pursuant to which, as long as the Selling Shareholder beneficially owns at least 5.0 % of Shentel’s outstanding Common Stock, the Selling Shareholder has the right to nominate a director to Shentel’s Board and is subject to certain standstill provisions and voting covenants.

The Selling Shareholder is also subject to a one year lockup period for the shares of Common Stock received.

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

Based in Chillicothe, Ohio, Horizon was founded in 1895 as the incumbent local exchange carrier in Ross County, Ohio and rapidly expanded its fiber network over the past 14 years.

Most recently, Horizon has pursued a strategy of investing in Fiber-to-the-Home (“FTTH”) in tier 3 & 4 markets in Ohio.

• Shentel intends to fund the Horizon Transaction with a combination of existing cash resources, revolving credit facility capacity and an amended and upsized credit facility.

The Company has received $ 275 million in financing commitments from CoBank, Bank of America, Citizens Bank, N.A., and Fifth Third Bank, N.A..

This financing is expected to close in conjunction with the Horizon Transaction.

• GCM Grosvenor (“GCM”), a selling unit holder of Horizon, will exchange its equity interest in Horizon for 4.08 million shares of Shentel common stock with an aggregate value of $ 80 million based on a reference price of $ 19.60 resulting in GCM owning approximately 7 % of Shentel’s fully diluted common shares after the transaction is closed.

• Shentel has entered into a 7 % Participating Exchangeable Perpetual Preferred Stock (“Preferred Stock”) investment agreement with Energy Capital Partners (“ECP”), an existing Shentel shareholder and long-time infrastructure investor, to provide $ 81 million of growth capital to fund the FTTH network expansion, the government grant projects and general corporate purposes.

The dividend on the Preferred Stock can be paid in cash or in-kind at the option of the Company.

The Preferred Stock can be exchanged for Shentel common stock at an exchange price of $ 24.50 , a 25 % premium to the reference price of $ 19.60 , under certain conditions as outlined in the investment agreement.

This financing is expected to close in conjunction with the Horizon Transaction.

The closing of the Horizon Transaction remains subject to certain regulatory approvals and other customary closing conditions and is expected to close in the first half of 2024.

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

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

Series A Preferred Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment No.

3 to Credit Agreement

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

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

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

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

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

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

Sale of Shentel’s Tower Portfolio

On March 29, 2024, Shenandoah Mobile, LLC, a wholly-owned subsidiary of Shenandoah Telecommunications Company, completed the initial closing of its previously disclosed sale of substantially all of Shentel’s tower portfolio and operations (“Tower Portfolio”) to Vertical Bridge Holdco, LLC (Vertical Bridge) for $ 309.9 million (the “Tower Transaction”).

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

At the initial close, the Company conveyed sites representing approximately 99.5 % of the tower portfolio value.

The Company expects to convey certain remaining tower sites to Vertical Bridge by the end of March 2025 that will represent 99.9 % of the tower portfolio value.

The Tower Transaction was completed pursuant to the terms of a Purchase and Sale Agreement, dated February 29, 2024, as amended by Amendment No.

1 to the Purchase and Sale Agreement, dated March 29, 2024.

The Tower Portfolio represented substantially all of the assets and operations in Shentel’s previously reported Tower Reporting Segment and the Tower Transaction represented a strategic shift in the Company’s business.

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

For all periods presented, the assets and liabilities that transferred in the Tower Transaction (the “disposal group”) are presented as held for sale in our consolidated balance sheets , and operating results

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and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our consolidated statements of operations and consolidated statements of cash flows .

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

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

Consequently, segment reporting previously disclosed is no longer applicable.

Summary of Significant Accounting Policies

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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 to be reported in future periods could differ from our estimates.

Due to the inherent uncertainty involved in making estimates, actual results reported in future periods could differ from our estimates.

Revenue recognition:

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

Our Broadband segment provides broadband data, video and voice services to residential, small and midsize businesses (“SMB”) and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania and Kentucky, via fiber optic and hybrid fiber coaxial cable networks.

The Broadband segment also provides voice and DSL telephone services to customers in Virginia’s Shenandoah County and portions of adjacent counties as an RLEC.

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

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

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

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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 and third-party vendors which are capitalized and amortized over the expected customer benefit period.

Our Broadband segment also provides Ethernet and Wavelength fiber optic services to commercial fiber customers under capacity agreements, and the related revenue is recognized over time.

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 Broadband segment 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”).

Our Tower segment leases space on owned cell towers to our Broadband segment, and to other wireless carriers.

Revenue from these leases is accounted for under ASC 842.

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:

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

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

(ii) inputs other than

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

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

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

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

Cash and cash equivalents:

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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, 2024, 2023 and 2022 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, 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

Year Ended December 31, 2022

Allowance for credit losses $ 352 $ 414 $ 1,972 $ ( 1,962 ) $ 776

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.

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

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 comprehensive income (loss).

The Company’s investments measured at cost primarily consist of CoBank’s Class A common stock derived from the CoBank patronage program.

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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.

Shentel capitalized $ 5.4 million and $ 0.7 million of interest costs for the years ended December 31, 2023 and 2022, respectively.

Maintenance expense is recognized as incurred when repairs are performed that do not extend the life of property, plant and equipment.

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

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

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

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industry specific guidance.

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

Land is not depreciated.

Refer to Note 5, Property, Plant and Equipment , for additional information.

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 provide us with the non-exclusive right to provide video services in a specified area.

Spectrum licenses are issued by the Federal Communications Commission (“FCC”) and 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 (generally ten years and up to fifteen years , respectively), renewals have been granted routinely and at nominal costs.

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

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

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

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

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

Our reporting units align with our reportable segments.

We evaluated goodwill in each of our reporting units for impairment on October 1, 2023 on the basis of qualitative factors.

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

We concluded that there were no indicators that a reporting unit impairment was more likely than not.

We evaluated our cable franchise rights and spectrum licenses for impairment on October 1, 2023 utilizing a qualitative assessment.

Our reporting unit aligns with our one reportable segment.

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

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

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 11 %.

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

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

We concluded that there were no indicators that an impairment of these indefinite-lived intangible assets was more likely than not.

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

Long-lived assets:

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Our asset groups align with our reportable segments.

We evaluated our asset groups for impairment during the fourth quarter of 2023 and concluded that there were no indicators that an

asset group impairment was more likely than not, with the exception of those described in Note 5, Property, Plant and Equipment.

We evaluated our asset groups for impairment during the fourth quarter of 2024 and concluded that there were no indicators that an asset group impairment was more likely than not .

Asset retirement obligations:

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

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

Benefit plan obligations:

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($ in thousands) December 31, 2024 December 31, 2023

Postretirement medical benefits plan $ 1,653 $ 1,869

Supplemental executive retirement plan 2,290 1,889

Supplemental executive retirement plans $ 2,812 $ 2,290

Postretirement medical benefits plans 1,889 1,653

Pension plan obligation 244 —

Total $ 4,945 $ 3,943

Table of Conten t s

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

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

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

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

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

Benefits under the plan vested after five years of plan service and were based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee elects to receive the benefit prior to age 65 .

This plan was amended on December 31, 2012, to freeze future benefit plan accruals for participants.

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

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

As of December 31, 2022, the fair value of our pension plan assets were $ 21.3 million.

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

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

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

The total postretirement plan liability was determined using discount rates of 5.5 % and 4.9 % as of December 31, 2024 and 2023, respectively.

The total fair value of pension plan assets was $ 21.6 million as of December 31, 2024.

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

Our pension plan’s projected benefit obligation was $ 24.7 million, at December 31, 2022, determined using a discount rate of 4.90 %.

The net benefit plan obligation for the pension plan, with a balance of approximately $ 3.4 million, is presented in accrued liabilities and other in the Company’s consolidated balance sheet at December 31, 2022.

The postretirement medical benefits plan is a frozen, unfunded, defined benefit plan.

The postretirement plan liability was discounted at 4.9 % and 5.0 % at December 31, 2023 and 2022, respectively.

The SERP is a benefit plan that provides deferred compensation to certain employees.

The Company 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 SERP assets under ASC 710 Compensation.

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

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

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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.

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

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Stock-based compensation:

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 restricted stock units (“RSUs”) are determined using the Company’s stock price and the fair value for the Company’s Relative Total Shareholder Return (“RTSR”) awards are determined using a Monte Carlo simulation.

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.

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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 other revenue in the Company’s consolidated statements of comprehensive income (loss) 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 operating income (loss).

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.

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

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See Note 15, Government Grants for additional information.

The Company’s chief operating decision maker (“CODM”) regularly reviews the Company’s results to assess performance and allocates resources at the level of the Company’s two operating segments, Broadband and Tower.

Given the differences in the characteristics of the Company’s operating segments, management has determined that the operating segments cannot be combined into one reportable segment.

As such, the Company has two reportable segments, Broadband and Tower.

Redeemable noncontrolling interest:

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

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

As of December 31, 2024, 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.

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 .

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.

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 and have similar types or classes of customers.

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

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

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New Accounting Standards

In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements:

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

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

ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s

corresponding disclosure rule changes.

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

these dates are unknown as of this filing.

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

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

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

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

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

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

See Note 18, Segment Information for additional information.

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

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

Early Adoption is permitted.

The Company is currently assessing the impact of adopting ASU 2023-07 on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, ” (“ASU 2023-09”).

ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company is currently assessing the impact of adopting ASU 2023-09 on the consolidated financial statements and related disclosures.

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

Acquisition of Horizon

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

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

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

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

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

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

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(in 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

Government grant liabilities 7,122

Other long-term liabilities 9,978

Total liabilities assumed 63,397

Net assets acquired $ 416,194

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

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

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 $ 14.3 million and $ 2.9 million related to banking, severance, information technology, representation and warranty insurance and other similar expenses for the years ended December 31, 2024 and 2023, respectively.

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

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

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

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

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

(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

Table of Conten t s

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;

• removal of Horizon’s interest expense and amortization of deferred financing fees due to the repayment of the outstanding principal of Horizon’s debt.

Revenue from Contracts with Customers

The Company’s revenues by activity type were as follows:

(in thousands) 2024 2023 2022

Residential & SMB - Incumbent Broadband Markets 1

$ 177,485 $ 176,879 $ 175,681

Residential & SMB - Glo Fiber Expansion Markets 2

57,907 35,103 18,293

Commercial Fiber 67,011 42,132 38,821

RLEC & Other 25,655 15,017 16,116

Service revenue and other $ 328,058 $ 269,131 $ 248,911

_______________________________________________________

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

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

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

(in thousands) 2024 2023 2022

Revenue from contracts with customers (ASC 606)

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

Income from leasing arrangements (ASC 842)

5,838 2,641 2,128

Service revenue and other $ 328,058 $ 269,131 $ 248,911

Income from leasing arrangements primarily relates to Shentel’s commercial fiber business.

Refer to Note 9, Leases for more information.

Shentel had $ 27.4 million and $ 17.6 million of gross trade receivables from customers as of December 31, 2024 and 2023, respectively.

Table of Conten t s

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 and third-party vendors which are capitalized and amortized over the expected customer benefit period which is approximately six years .

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 comprehensive income (loss).

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:

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

See Note 15, Segment Reporting , for a summary of the Company’s revenue streams.

Investments consist of the following:

Investments consisted of the following:

(in thousands) December 31,

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Cost method investments :

Our investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of our cost method investments with a balance of $ 10.1 million and $ 10.0 million at December 31, 2023 and 2022, respectively.

We recognized approximately $ 0.5 million, $ 0.1 million and $ 2.0 million of patronage income in other income (expense) in 2023, 2022 and 2021, respectively.

The Company expects that approximately 88 % of the patronage distributions will be collected in cash and 12 % in equity in 2024.

Equity method investments:

At December 31, 2022, the Company had a 20.0 % ownership interest in Valley Network Partnership (“ValleyNet”).

During 2023, ValleyNet ceased operations and was dissolved.

In April 2023, Shentel received a payment of $ 0.1 million, representing Shentel’s remaining capital in the partnership, and the investment balance was derecognized from Shentel’s consolidated balance sheets.

Prior to the commencement of dissolution proceedings, the Company and ValleyNet purchased capacity on one another’s fiber network, through related party transactions.

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 $ 12.1 million and $ 10.1 million at December 31, 2024 and 2023, respectively.

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

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 2025.

Table of Conten t s

Property, Plant and Equipment

Property, plant and equipment consist of the following:

Property, plant and equipment consisted of the following:

($ in thousands) Estimated Useful Lives December 31,

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Property, plant and equipment, net $ 1,438,538 $ 850,337

Property, plant and equipment, net increased due primarily to capital expenditures in the Broadband segment driven by our Glo Fiber market expansion.

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

The Company’s accounts payable as of December 31, 2024 and 2023 included amounts associated with capital expenditures of approximately $ 55.1 million and $ 51.1 million, respectively.

Depreciation and amortization expense was $ 96.9 million, $ 62.9 million, and $ 65.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.

During year ended December 31, 2023, the Company disposed of fully depreciated property, plant and equipment assets, which reduced plant in service by approximately $ 26.0 million, with a corresponding offset to accumulated depreciation and amortization.

The majority of disposals related to Beam assets as a result of the cessation of Beam assets described in the following paragraph.

In the fourth quarter of 2021, due to the availability of grants awarded under various governmental initiatives in support of rural FTTH broadband network expansion projects, we decided to cease further expansion of our Beam branded fixed wireless edge-out strategy, which is offered under our Broadband segment.

During the second quarter of 2022, the Company permanently ceased operating 20 of our 55 Beam fixed wireless sites.

Consequently, Shentel recorded an impairment charge of $ 4.1 million.

The Company ceased its remaining Beam operations in the fourth quarter of 2022 and accelerated depreciation for remaining Beam network assets, which were expected to have limited use through 2023.

Shentel recorded $ 7.4 million in accelerated depreciation during the year ended December 31, 2022 and impaired the remaining $ 1.5 million of Beam property, plant and equipment assets during the year ended December 31, 2023.

Shentel also recorded $ 1.3 million in restructuring costs related to severance and other exit costs associated with the cessation of Beam operations during the year ended December 31, 2022.

No restructuring costs related to Beam were recorded during the year ended December 31, 2023.

The Company disposed of fully depreciated property, plant and equipment assets, which reduced plant in service by approximately $ 34.2 million and $ 26.0 million, with a corresponding offset to accumulated depreciation and amortization, during the years ended December 31, 2024 and 2023, respectively.

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

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

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

Goodwill and Intangible Assets

The Company’s goodwill and intangible assets consist of the following:

Goodwill and intangible assets consisted of the following:

December 31, 2024 December 31, 2023

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Amount Accumulated Amortization and Other Net

Goodwill - Broadband $ 3,244 $ — $ 3,244 $ 3,244 $ — $ 3,244

Goodwill $ 67,055 $ — $ 67,055 $ 3,244 $ — $ 3,244

Indefinite-lived intangibles:

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FCC spectrum licenses 12,122 — 12,122 12,122 — 12,122

Railroad crossing rights 217 — 217 141 — 141

Railroad crossing rights and other 526 — 526 217 — 217

Total indefinite-lived intangibles 76,982 — 76,982 76,673 — 76,673

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Total goodwill and intangible assets $ 186,994 $ ( 29,271 ) $ 157,723 $ 108,852 $ ( 27,729 ) $ 81,123

Table of Conten t s

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

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

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

Amortization expense was $ 1.5 million, $ 0.5 million and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

On August 23, 2022, the Company entered into a definitive asset purchase agreement (the “Spectrum Purchase Agreement”) with a wireless carrier pursuant to which the Company agreed to sell certain FCC spectrum licenses and leases utilized in the Company’s Beam branded fixed wireless service for total consideration of approximately $ 21.1 million, composed of $ 17.3 million cash and approximately $ 3.8 million of liabilities to be assumed by the wireless carrier (the “Spectrum Transaction”).

As a result of the expected sale, the Company concluded that the FCC spectrum licenses met the held for sale criteria.

Accordingly, $ 13.8 million of indefinite-lived licenses and $ 5.9 million of finite-lived licenses are presented as held for sale, along with the corresponding $ 3.8 million of operating lease liabilities related to the finite-lived licenses, as of December 31, 2022.

Upon the closing of the Spectrum Transaction on July 6, 2023, the respective balances were derecognized, resulting in a gain of $ 1.3 million recorded in other income (expense) .

The Company evaluated these events and determined that the Spectrum Transaction does not represent a strategic shift in the Company’s business.

Our finite-lived intangible assets are amortized over the following estimated useful lives:

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(in thousands) Amortization of Intangible Assets

Thereafter 37

2030 and thereafter 5,981

Total $ 13,686

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Deferred charges and other assets $ 14,235 $ 11,561

Table of Conten t s

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

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Accrued programming costs $ 4,227 $ 3,209

Pension plan — 3,341

Other current liabilities 7,873 4,538

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2024 December 31,

Noncurrent portion of deferred lease revenue $ 18,194 $ 18,679

Noncurrent portion of financing leases 1,395 1,500

Noncurrent portion of deferred revenue $ 26,809 $ 14,670

Noncurrent portion of finance leases 1,567 1,395

Other 5,149 847

Other liabilities $ 33,525 $ 16,912

Restructuring Activities

During 2021, as a result of the sale of our Wireless assets and operations, we implemented a restructuring plan whereby certain employees were notified of their pending dismissal under the workforce reduction program.

We made $ 1.7 million and $ 2.1 million in severance payments for the years ended December 31, 2022 and 2021, respectively.

For the year ended December 31, 2021, we recognized expenses of $ 1.7 million and $ 2.2 million, presented in continuing and discontinued operations, respectively.

No restructuring expenses were incurred during the year ended December 31, 2023.

Asset Retirement Obligations:

Below is a summary of our current and non-current asset retirement obligations:

Years Ended December 31,

(in thousands) 2023 2022 2021

Balance at beginning of year $ 11,368 $ 9,824 $ 5,113

Additional asset retirement obligations recorded and changes to prior estimates ( 111 ) 1,198 4,290

Liabilities settled ( 1,000 ) ( 185 ) —

Accretion expense 621 531 421

Balance at end of year $ 10,878 $ 11,368 $ 9,824

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

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

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

Table of Conten t s

The following table summarizes the expected maturity of lease liabilities at December 31, 2024:

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$ 2,250 $ 1,968 $ 1,351

The Company recognized $ 18.5 million, $ 18.4 million and $ 11.1 million of operating lease revenue for the years ended December 31, 2023, 2022 and 2021, respectively, related to the cell site colocation space and dedicated fiber optic strands that we lease to our customers, which is included in service revenue and other in the consolidated statements of comprehensive income (loss).

The Company recognized $ 5.8 million, $ 2.6 million and $ 2.1 million of operating lease revenue for the years ended December 31, 2024, 2023 and 2022, 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.

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(in thousands) Operating Leases

2024 $ 16,508

2030 and thereafter 17,288

Total $ 35,061

On May 17, 2023, Shentel entered into Amendment No.

1 to Credit Agreement (the “Amendment”) to its existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as amended, the “Credit Agreement”), which contains (i) a $ 100 million, five-year undrawn revolving credit facility (the “Revolver”), (ii) a $ 150 million five-year delayed draw amortizing term loan (“Term Loan A-1”) and (iii) a $ 150 million seven-year delayed draw amortizing term loan (“Term Loan A-2” and collectively with Term Loan A-1, the “Term Loans”).

Table of Conten t s

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

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

The following loans were outstanding under the Credit Agreement:

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Term loan A-2 148,506 150,000

Term loan A-3 125,000 —

Total debt 417,957 300,000

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Total debt, net of unamortized loan fees $ 416,879 $ 299,899

The Amendment extended the period during which the Company could borrow under the Term Loans from July 1, 2023 to December 31, 2023.

The Amendment also extended the date on which the Term Loans must begin to be repaid in quarterly principal installments from September 30, 2023 to March 31, 2024.

In addition, the Amendment amended the Credit Agreement to update the benchmark interest rate from the one-month term London Inter-Bank Offered Rate (“LIBOR”) to a rate based on the one-month term Secured Overnight Financing Rate (“SOFR”), added a 10 bps credit spread adjustment for loans that bear interest based on Term SOFR and made certain other conforming changes.

All other material terms and conditions of the Credit Agreement were unchanged.

Management evaluated the amendment and concluded that the amendment was a modification of the existing Credit Agreement and, therefore, modification accounting was applied.

Both Term Loan A-1 and Term Loan A-2 bore interest at one-month LIBOR plus a margin of 1.60 % until May 2023 and now bears interest at one-month term SOFR plus a margin of 1.60 %.

The margin of 1.60 % is variable and determined by the Company’s net leverage ratio.

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

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

Interest is paid monthly.

The interest rate was 6.95 % and 5.89 % at December 31, 2023 and December 31, 2022, respectively.

Our cash payments for interest were $ 8.4 million, $ 0.6 million and $ 10.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Interest paid in 2021 was incurred and paid under a prior credit agreement which was repaid in connection with the sale of the Wireless business in 2021.

See Note 16, Discontinued Operations , for details concerning the sale of the Wireless business.

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

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

The Company recorded $ 0.5 million, $ 0.7 million and $ 0.5 million related to these fees for the year ended December 31, 2023, 2022 and 2021, respectively, which are included in other (expense) income, net in the consolidated statements of comprehensive income (loss).

The Company recorded $ 0.9 million, $ 0.5 million and $ 0.7 million related to these fees for the years ended December 31, 2024, 2023 and 2022, respectively, which are included in interest expense in the consolidated statements of operations.

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

(in thousands) 2024 2023 2022

Interest expense

$ 24,415 $ 9,633 $ 2,241

capitalized interest

( 8,518 ) ( 5,421 ) ( 664 )

Interest expense, net of capitalized interest

$ 15,897 $ 4,212 $ 1,577

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

Shentel’s Term Loans require quarterly payments based on a percentage of the outstanding balance.

Based on the outstanding balance as of December 31, 2023, Term Loan A-1 requires quarterly principal repayments of $ 0.9 million from March 31, 2024 through June 30, 2024;

then increasing to $ 1.9 million quarterly from September 30, 2024 through March 31, 2026, with the remaining balance due June 30, 2026.

Based on the outstanding balance as of December 31, 2023, Term Loan A-2 requires quarterly principal repayments of $ 0.4 million through March 31, 2028, with the remaining balance due June 30, 2028.

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

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

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

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

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

Table of Conten t s

in Note 15, Government Grants .

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

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

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

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

The Swaps are designated as cash flow hedges, representing 50 % of the Company’s expected outstanding debt.

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

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

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

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

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

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(in thousands) December 31,

2024 December 31,

Balance sheet line items containing derivative financial instruments:

2 unchanged sentences

Total fair value of derivatives designated as hedging instruments $ 2,487 $ 2,241

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

The Company recognized $ 1.7 million of unrealized gains net of deferred taxes totaling $ 0.6 million for 2023.

Since the Company did not have outstanding interest rate swaps in the prior year period, there were no gains or losses recorded for 2022.

Shentel expects to begin reclassifying amounts related to the Swaps from accumulated other comprehensive income to interest expense in May 2024, when the payment periods of the Swaps begin.

The Company previously held interest rate swaps that were designated as cash flow hedges related to variable-rate long-term debt that were settled in connection with the sale the Company’s Wireless assets and operations described in Note 16, Discontinued Operations.

Similar to the Company’s current Swaps, these interest rate swaps were used to manage its exposure to interest rate risk.

These interest rate swaps were determined to be highly effective hedges their through the settlement dates in 2021.

Upon settlement in 2021, the Company reclassified the remaining balance from accumulated other comprehensive income to the Company’s consolidated statements of comprehensive income (loss), resulting in a net gain on interest rate swaps of $ 4.7 million.

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, 2023 $ 2,241 $ ( 573 ) $ 1,668

Net change in unrealized gain

2,420 ( 570 ) 1,850

Amounts reclassified to interest expense

( 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

(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

Table of Conten t s

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 income (loss) consists of the following components:

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,

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Total current provision 89 ( 3,387 ) ( 1,769 )

Deferred expense (benefit)

Deferred (benefit) expense

Federal taxes ( 5,238 ) 4,564 ( 1,062 )

State taxes ( 4,521 ) ( 676 ) ( 569 )

Total deferred expense (benefit) 3,143 ( 1,414 ) 22,263

Income tax expense (benefit) $ 2,973 $ ( 927 ) $ ( 1,694 )

Total deferred (benefit) expense ( 9,759 ) 3,888 ( 1,631 )

Income tax (benefit) expense $ ( 9,670 ) $ 501 $ ( 3,400 )

Effective tax rate 25.4 % 33.0 % 18.1 %

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

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

Years Ended December 31,

(in thousands) 2024 2023 2022

Expected tax expense (benefit) at federal statutory $ 2,312 $ ( 1,954 ) $ 1,310

State income tax expense (benefit), net of federal tax effect 657 ( 410 ) 438

Expected tax (benefit) expense at federal statutory $ ( 7,986 ) $ 319 $ ( 3,952 )

State income tax (benefit) expense, net of federal tax effect ( 3,159 ) 268 ( 802 )

Revaluation of deferred tax liabilities — ( 1,373 ) —

Stranded tax effects reclassified from other comprehensive income — — 1,620

Excess tax deficiency from share-based compensation and other expense, net 1,475 764 735

Valuation allowance — 523 619

Income tax expense (benefit) $ 2,973 $ ( 927 ) $ ( 1,694 )

The change in effective tax rate between 2023 and 2022 was primarily a result of higher pre-tax income in 2023.

The Company received $ 25.6 million in cash refunds for income taxes for the year ended December 31, 2023.

The Company’s cash payments for income taxes were $ 0.1 million, $ 0.1 million, and $ 11.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Income tax (benefit) expense $ ( 9,670 ) $ 501 $ ( 3,400 )

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

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

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

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

Table of Conten t s

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

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Deferred tax assets:

Net operating loss carry-forwards $ 59,814 $ 28,398

Leases 14,208 14,809

Asset retirement obligations 2,827 2,972

Benefit plan obligations 1,017 978

Net operating loss carryforwards $ 64,599 $ 59,814

Business interest limitation carryforwards 11,669 2,290

Accruals and stock-based compensation 5,274 4,075

Leases 4,399 14,208

Other 12,020 8,995

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Property, plant and equipment 239,180 146,302

Leases 13,616 14,541

Intangible assets 17,866 13,837

Leases 5,356 13,616

Prepaid assets and other 3,275 3,251

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Federal net operating losses generated prior to 2018 expire through 2034.

The Company also had approximately $ 97.2 million of state net operating losses, which can be carried forward indefinitely.

The Horizon federal net operating losses are subject to limitations under Section 382 of the Code.

The Company also had approximately $ 51.6 million of state net operating losses, most of which can be carried forward indefinitely.

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

The Company recorded no valuation allowances prior to December 31, 2022.

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

As of December 31, 2024 and 2023, the Company had no unrecognized tax benefits.

The Company’s returns are generally open to examination from 2020 forward and the net operating losses acquired from nTelos are open to examination from 2004 forward.

The Company’s returns are generally open to examination from 2021 forward.

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

The Company is currently involved in one state income tax audit and no federal income tax audits as of December 31, 2024.

Stock Compensation, Earnings per Share, and Dividends

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

Redeemable Noncontrolling Interest

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

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

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

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

As described in Note 1, Nature of Operations , the Series A Preferred Stock is exchangeable at the option of the Investor or Shentel in certain circumstances for shares of Common Stock at an exchange price of $ 24.50 per share.

As of December 31, 2024, the Series A Preferred Stock was exchangeable for 3,432,006 shares of Common Stock.

Table of Conten t s

Stock Compensation and Earnings per Share

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

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

As of December 31, 2023, approximately 1,521,963 shares remained available for future issuance under the 2014 Plan.

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

The Board of Directors has recommend the plan to be presented to the shareholders of the Company at the April 30, 2024 Annual Shareholder Meeting to vote for the approval of the 2024 Plan.

The 2024 Plan will authorize grants of up to an additional 3,000,000 shares over a ten-year period beginning no sooner than the effective date of March 1, 2024.

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

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

The 2024 Plan authorizes grants of up to an additional 3,000,000 shares over a ten-year period.

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

both options to acquire stock and stock awards were granted.

As of December 31, 2023, the only forms of stock awards outstanding are RSUs and RTSRs.

The Company granted approximately 385,000 RSUs at a weighted average grant price of $ 19.05 to employees and directors during the year ended December 31, 2023.

Approximately 200,000 RSUs with a weighted average grant price of $ 25.01 vested and 9,000 RSUs with a weighted average grant price of $ 21.67 were forfeited during the year ended December 31, 2023.

total fair value of RSUs vested was $ 5.0 million during the year ended December 31, 2023.

Approximately 825,000 RSUs with a weighted average grant price of $ 21.16 remained outstanding as of December 31, 2023.

The Company granted approximately 134,000 RTSRs at a weighted average grant price of $ 23.64 to employees during the year ended December 31, 2023.

Approximately 30,000 RTSRs with a weighted average grant price of $ 36.27 vested and no RTSRs were forfeited during the year ended December 31, 2023.

The total fair value of RTSRs vested was $ 1.1 million during the year ended December 31, 2023.

Approximately 293,000 RTSRs with a weighted average grant price of $ 25.80 remained outstanding as of December 31, 2023.

As described above, the amount of RTSRs issued are adjusted on the vesting date.

The vested amounts above exclude the vesting date adjustment and issuance of RTSRs based on actual performance, which totaled approximately 13,000 RTSRs, resulting in lower shares issued upon vesting of the RTSRs than originally granted.

As of December 31, 2024, the only forms of stock awards outstanding are restricted stock units (“RSUs”) and Relative Total Shareholder Return RSUs (“RTSRs”) and there were 2,917,122 shares available for future issuance under the 2024 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.

RTSR awards vest approximately three years from the grant date.

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 can range from 0 % to 150 % of the awards granted.

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:

(in thousands, except weighted average grant price) Number of Shares

Weighted Average Grant Price

Outstanding awards, December 31, 2021

Granted 518 $ 21.56

( 153 ) $ 27.50

Forfeited ( 53 ) $ 25.89

Outstanding awards, December 31, 2022

Granted 385 $ 19.05

( 200 ) $ 25.01

Forfeited ( 9 ) $ 21.67

Outstanding awards, December 31, 2023

Granted 403 $ 20.22

( 308 ) $ 21.74

Forfeited ( 45 ) $ 19.44

Outstanding awards, December 31, 2024

The total fair value of RSUs vested was $ 5.8 million during the year ended December 31, 2024.

Table of Conten t s

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, 2021

Granted 100 $ 23.83

( 46 ) $ 33.83

Forfeited ( 6 ) $ 36.28

Outstanding awards, December 31, 2022

Granted 134 $ 23.64

( 30 ) $ 36.27

Forfeited ( 13 ) $ 36.27

Outstanding awards, December 31, 2023

Granted 136 $ 22.30

( 32 ) $ 34.05

Forfeited ( 138 ) $ 25.74

Outstanding awards, December 31, 2024

The total fair value of RTSRs vested was $ 0.5 million during the year ended December 31, 2024.

Stock-based compensation expense was as follows:

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As of December 31, 2024, there was $ 7.3 million of total unrecognized compensation cost related to non-vested incentive awards which is expected to be recognized over weighted average period of 2.1 years.

We utilize the treasury stock method to calculate the impact on diluted earnings per share that potentially dilutive stock-based compensation awards have.

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

Table of Conten t s

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

Years Ended December 31,

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Calculation of net income (loss) per share:

Income (loss) from continuing operations $ 8,038 $ ( 8,379 ) $ 7,929

(Loss) income from continuing operations $ ( 28,357 ) $ 1,016 $ ( 15,418 )

Income from discontinued operations, net of tax 222,174 7,022 7,039

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

Amounts attributable to common shareholders

(Loss) income from continuing operations $ ( 31,786 ) $ 1,016 $ ( 15,418 )

Income from discontinued operations, net of tax 222,174 7,022 7,039

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

Basic weighted average shares outstanding 53,722 50,396 50,155

Basic net income (loss) per share - continuing operations $ 0.16 $ ( 0.17 ) $ 0.16

Per share amounts attributable to common shareholders

Basic net (loss) income per share - continuing operations $ ( 0.59 ) $ 0.02 $ ( 0.31 )

Basic net income per share - discontinued operations 4.13 0.14 0.14

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Diluted weighted average shares outstanding 53,722 50,715 50,155

Diluted net income (loss) per share - continuing operations $ 0.16 $ ( 0.17 ) $ 0.16

Diluted net (loss) income per share - continuing operations $ ( 0.59 ) $ 0.02 $ ( 0.31 )

Diluted net income per share - discontinued operations 4.13 0.14 0.14

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

There were approximately 117,000 and 259,000 anti-dilutive awards outstanding for the years ended December 31, 2023 and 2021, respectively.

There were approximately 365,000 potentially dilutive equity awards for the year ended December 31, 2022;

however, these securities were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company’s net loss for the year ended December 31, 2022.

The Company paid a special dividend of $ 18.75 per share on August 2, 2021 (the “Special Dividend”).

The total amount paid pursuant to the Special Dividend to Shentel shareholders, including amounts reinvested in the Company’s stock via the Company’s Dividend Reinvestment Plan, was approximately $ 937 million.

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.

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

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

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

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

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

Government Grants

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

Throughout 2021, 2022 and 2023, in partnership with counties in the respective states, Shentel has been awarded grants under the Virginia Telecommunication Initiative (“VATI”) and the Rural Digital Opportunity Fund (“RDOF”) in Virginia, the Connect Maryland Network Infrastructure Grant Program (“Connect MD”) in Maryland, and the Major Broadband Projects Strategies (“MBPS”) and Line Extension Advancement and Development (“LEAD”) programs in West Virginia.

The following table summarizes the awards under each program:

(in thousands) Awards

VATI $ 60,872

Connect MD 19,609

Total $ 85,751

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

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

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

These agreements outline certain build-out milestones.

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

Table of Conten t s

Shentel has been granted approximately $ 149.8 million in commitments under these grant programs.

As of December 31, 2024, Shentel has $ 110.6 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.

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

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

The Company did not recognize any amounts under these programs during the years ended December 31, 2022 and 2021 or as of December 31, 2022.

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

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

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

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

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

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

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

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

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

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

Commitments and Contingencies

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Total $ 11,455

The Company is subject to claims and legal actions that may arise in the ordinary course of business.

The Company does not believe that any of these pending claims or legal actions are either probable or reasonably possible of a material loss.

Segment Reporting

Shentel has presented Residential & SMB - Cable Markets and Residential & SMB - Glo Fiber Markets separately for 2023.

These revenues were previously reported in one line under the description “Residential & SMB”.

Shentel has amended the presentation for 2022 and 2021.

The divestiture of our Wireless operations on July 1, 2021 represented a strategic shift in the Company’s business, which therefore qualified the segment as a discontinued operation.

As a result, for all periods presented, the operating results and cash flows related to the Wireless segment were reflected as a discontinued operation in our consolidated statements of comprehensive income (loss) and the consolidated statements of cash flows.

The tables below reflect the results of operations of the Company’s reportable segments in continuing operations, consistent with internal reporting used by the Company.

Intercompany revenue is primarily derived from services provided to the discontinued operation, for periods prior to the divestiture.

Year ended December 31, 2023:

(in thousands) Broadband Tower Corporate & Eliminations Consolidated

External revenue

Residential & SMB - Cable Markets $ 176,879 $ — $ — $ 176,879

Residential & SMB - Glo Fiber Markets 35,103 — — 35,103

Commercial Fiber 42,132 — — 42,132

RLEC & Other 14,791 — — 14,791

Tower lease — 18,474 — 18,474

Service revenue and other 268,905 18,474 — 287,379

Intercompany revenue and other 348 161 ( 509 ) —

Total revenue 269,253 18,635 ( 509 ) 287,379

Operating expenses

Cost of services 100,841 5,625 ( 365 ) 106,101

Selling, general and administrative 62,834 1,412 39,385 103,631

Impairment expense 2,552 — — 2,552

Depreciation and amortization 61,897 2,103 1,471 65,471

Total operating expenses 228,124 9,140 40,491 277,755

Operating income (loss) $ 41,129 $ 9,495 $ ( 41,000 ) $ 9,624

Capital expenditures $ 254,929 $ 1,480 $ 141 $ 256,550

Year ended December 31, 2022:

(in thousands) Broadband Tower Corporate & Eliminations Consolidated

External revenue

Residential & SMB - Cable Markets $ 175,681 $ — $ — $ 175,681

Residential & SMB - Glo Fiber Markets 18,293 — — 18,293

Commercial Fiber 38,821 — — 38,821

RLEC & Other 16,035 — — 16,035

Tower lease — 18,541 — 18,541

Service revenue and other 248,830 18,541 — 267,371

Intercompany revenue and other 185 378 ( 563 ) —

Total revenue 249,015 18,919 ( 563 ) 267,371

Operating expenses

Cost of services 102,267 5,712 ( 433 ) 107,546

Selling, general and administrative 56,776 1,279 34,337 92,392

Restructuring expense 849 — 402 1,251

Impairment expense 5,241 — — 5,241

Depreciation and amortization 63,175 2,416 3,308 68,899

Total operating expenses 228,308 9,407 37,614 275,329

Operating income (loss) $ 20,707 $ 9,512 $ ( 38,177 ) $ ( 7,958 )

Capital expenditures $ 188,729 $ 620 $ 260 $ 189,609

Year ended December 31, 2021:

(in thousands) Broadband Tower Corporate & Eliminations Consolidated

External revenue

Residential & SMB - Cable Markets $ 169,183 $ — $ — $ 169,183

Residential & SMB - Glo Fiber Markets 8,347 — — 8,347

Commercial Fiber 30,842 — — 30,842

RLEC & Other 15,249 — — 15,249

Tower lease — 12,393 — 12,393

Service revenue and other 223,621 12,393 — 236,014

Revenue for service provided to the discontinued Wireless operations 4,459 5,311 ( 545 ) 9,225

Total revenue 228,080 17,704 ( 545 ) 245,239

Operating expenses

Cost of services 97,283 5,438 ( 422 ) 102,299

Selling, general and administrative 47,840 1,197 33,414 82,451

Restructuring expense 202 — 1,525 1,727

Impairment expense 5,986 — — 5,986

Depreciation and amortization 47,937 2,053 5,216 55,206

Total operating expenses 199,248 8,688 39,733 247,669

Operating income (loss) $ 28,832 $ 9,016 $ ( 40,278 ) $ ( 2,430 )

Capital expenditures $ 156,131 $ 977 $ 2,993 $ 160,101

A reconciliation of the total of the reportable segments’ operating income (loss) to consolidated income (loss) from continuing operations before income taxes is as follows:

Years Ended December 31,

(in thousands) 2023 2022 2021

Total consolidated operating income (loss) $ 9,624 $ ( 7,958 ) $ ( 2,430 )

Other income (expense), net 1,387 ( 1,348 ) 8,665

Income (loss) from continuing operations before income taxes $ 11,011 $ ( 9,306 ) $ 6,235

The Company’s CODM does not currently review total assets by segment since the assets are centrally managed and some of the assets are shared by the segments As a result, total assets by reportable segment have not been presented.

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 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.

Discontinued Operations

On July 1, 2021, pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated May 28, 2021, between Shentel and T-Mobile, Shentel completed the sale to T-Mobile of its Wireless assets and operations for cash consideration of approximately $ 1.94 billion, inclusive of the approximately $ 60 million settlement of the waived management fees by Sprint, and net of certain transaction expenses (the “Transaction”).

The assets and liabilities that transferred in the Transaction (the “disposal group”) were presented as held for sale within our historical consolidated balance sheets, and discontinued operations within our historical consolidated statements of comprehensive income (loss) .

Income from discontinued operations, net of tax in the consolidated statements of comprehensive income (loss) consist of the following for December 31, 2021:

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

As a result, for all periods presented, the

Table of Conten t s

assets and liabilities that transferred in the Tower Transaction disposal group are presented as held for sale in the Company’s consolidated balance sheets , and operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our consolidated statements of operations and consolidated statements of cash flows .

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

(in thousands) December 31,

Property, plant and equipment, net $ 29,162

Operating lease right-of-use assets 37,616

Deferred charges and other assets 2,137

Noncurrent assets held for sale $ 68,915

Accrued liabilities and other current liabilities $ 3,602

Current liabilities held for sale $ 3,602

Asset retirement obligations $ 9,516

Non-current operating lease liabilities 41,173

Other liabilities 3,524

Noncurrent liabilities held for sale $ 54,213

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

(in thousands) 2024 2023 2022

Service revenue and other $ 4,542 $ 18,635 $ 18,919

Equipment revenue 12,253

Total revenue 213,329

Operating expenses:

Cost of services 1,059 5,625 5,712

Cost of goods sold 11,964

Selling, general and administrative 572 1,412 1,279

Severance expense 465

Depreciation and amortization

222 2,104 2,416

Total operating expenses 1,853 9,141 9,407

Operating income 2,689 9,494 9,512

Other (expense) income:

Debt extinguishment ( 11,032 )

Interest expense and other, net ( 9,178 )

Gain on sale of disposition of Wireless assets and operations 1,227,531

Other income:

Gain on sale of disposition of Tower Portfolio

Other expense

Income before income taxes

296,858 9,494 9,512

Income tax expense

74,684 2,472 2,473

Income from discontinued operations, net of tax

There was no material income from discontinued operations for the years ended December 31, 2023 and 2022.

Valuation and Qualifying Accounts

Changes in the Company’s allowance for credit losses for accounts receivable for the years ended December 31, 2023, 2022 and 2021 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, 2023

Allowance for credit losses $ 776 $ 424 $ 2,898 $ ( 3,212 ) $ 886

Year Ended December 31, 2022

Allowance for credit losses $ 352 $ 414 $ 1,972 $ ( 1,962 ) $ 776

Year Ended December 31, 2021

Allowance for credit losses $ 614 $ 530 $ 1,028 $ ( 1,820 ) $ 352

$ 222,174 $ 7,022 $ 7,039

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.

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.

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

Table of Conten t s

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 thousand)

2024 2023 2022

Service revenue and other $ 328,058 $ 269,131 $ 248,911

Significant expenses and other items:

Cost of services exclusive of depreciation and amortization 128,112 100,850 102,279

Selling, general and administrative exclusive of stock-based compensation 105,356 89,271 82,585

Adjusted EBITDA

94,590 79,010 64,047

Stock-based compensation expense, net of amount capitalized 9,837 10,033 8,528

Restructuring, integration and acquisition 14,509 2,915 1,251

Impairment expense 382 2,552 5,241

Depreciation and amortization 98,453 63,368 66,483

Interest expense 15,897 4,212 1,577

Other benefit items ( 6,461 ) ( 5,587 ) ( 215 )

Income tax (benefit) expense ( 9,670 ) 501 ( 3,400 )

(Loss) income from continuing operations $ ( 28,357 ) $ 1,016 $ ( 15,418 )

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

Table of Conten t s

Exhibits Index

Exhibit Description

2.1 Asset Purchase Agreement, dated May 28, 2021, between Shenandoah Telecommunications Company and T-Mobile USA, Inc.

(incorporated by reference from Exhibit 2.1 to the Company ’ s Current Report on Form 8-K filed on June 1, 2021).

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 ( inc orporated by reference from Exh ibit 2.1 to the Company ’ s Current Report on Form 8-K filed on October 26 , 2023 ).

2.3 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).

3.1 Amended and Restated Articles of Incorporation of Shenandoah Telecommunications Company, effective August 31, 2019 (incorporated by reference from E xhibit 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 October 25, 2022 (incorporated by reference from E xhibit 3.1 to the Company ’ s Current Report on Form 8-K filed on October 27, 2022 ) .

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

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

2.3*** 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).

2.4*** 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).

2.5*** 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 April 30, 2024 (incorporated by reference from E xhibit 3.

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

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.

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

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

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

Amendment No.

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

Table of Conten t s

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

1 unchanged sentence

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

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

2014 Equity Incentive Plan (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement filed on March 13, 2014 (No.

333-196990) ) .

10.7 Form of Stock Option Awards for Executives under the 2014 Equity Incentive Plan.

10.8 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 2 2, 2023 ) .

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 ).

10.7*** 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).

10.8*** 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).

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).

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 ).

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).

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)).

Form of Restricted Stock Unit Award for Executives under the 2024 Equity Incentive Plan.

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

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

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

Insider trading policies and procedures

21* List of Subsidiaries.

23.1* Consent of RSM US LLP, Independent Registered Public Accounting Firm.

*23.2 Consent of KPMG 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.

31.2* Certification of Principal Financial and 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.

S henandoah T elecommunications C omp any I ncentive A ward R ecoupment P olic y.

97.1* Shenandoah Telecommunications Company Incentive Award Recoupment Policy.

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

Table of Conten t s

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

7 unchanged sentences

** 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 Conten t s

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

5 unchanged sentences

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

Table of Conten t s

/s/CHRISTOPHER E.

3 unchanged sentences

VOLK Senior Vice President – Chief Financial Officer

February 21, 2024 (Principal Financial Officer)

ROMPS Vice President - Chief Accounting Officer

February 21, 2024 (Principal Accounting Officer)

February 20, 2025 (Principal Financial and Accounting Officer)

BARNES Director

February 20, 2025

BECKETT Director

February 20, 2025

/s/MATTHEW S.

February 20, 2025

/s/TRACY FITZSIMMONS Director

8 unchanged sentences

February 20, 2025

/s/MICHAEL A.

February 20, 2025

/s/LEIGH ANN SCHULTZ Director

1 unchanged sentence

Leigh Ann Schultz

BARNES Director

February 21, 2024

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

What changed 10-K

Item 9A. Controls and Procedures