10q10k10q10k.net

What changed in SHENANDOAH TELECOMMUNICATIONS CO/VA/'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of SHENANDOAH TELECOMMUNICATIONS CO/VA/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+259 added−290 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-20)

Top changes in SHENANDOAH TELECOMMUNICATIONS CO/VA/'s 2025 10-K

259 paragraphs added · 290 removed · 173 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

58 edited+18 added−35 removed84 unchanged
Biggest changeTormey held numerous HR leadership positions with a variety of organizations across a range of industries, including Carlisle FoodService Products, UTC Aerospace Systems, Goodrich Corporation, Northern Power Systems, and IGT. She holds a Bachelor of Science in Psychology from Florida State University and a Master of Arts in Industrial Organizational Psychology from the University of New Haven. Mr.
Biggest changePrior to joining Shentel, Ms. Tormey was the Chief Human Resources Officer of American Woodmark, headquartered in Winchester, Virginia. Prior to American Woodmark, Ms. Tormey held numerous HR leadership positions with a variety of organizations across a range of industries, including Carlisle FoodService Products, UTC Aerospace Systems, Goodrich Corporation, Northern Power Systems, and IGT.
Although similar to telephone service in some ways, our VoIP service arrangement utilizes different technology and is subject to many of the same rules and regulations applicable to traditional telephone service. Regulatory changes are being considered that could impact our VoIP service.
Although similar to telephone service in some ways, our VoIP service arrangement utilizes different technology. VoIP is subject to many of the same rules and regulations applicable to traditional telephone service. Regulatory changes are being considered that could impact our VoIP service.
She joined Shentel in June 2022 and has over 20 years of experience in the broadband industry, including 10 years with Comcast as Vice President of Sales and Marketing for the Big South Region and Vice President of Marketing for the Central Division, seven years with Atlantic Broadband as Vice President/General Manager of the Maryland-Delaware markets and Vice President of Customer Care and Marketing, and six years with Charter in various leadership roles.
She joined Shentel in 2022 and has over 20 years of experience in the broadband industry, including 10 years with Comcast as Vice President of Sales and Marketing for the Big South Region and Vice President of Marketing for the Central Division, seven years with Atlantic Broadband as Vice President/General Manager of the Maryland-Delaware markets and Vice President of Customer Care and Marketing, and six years with Charter in various leadership roles.
Prior to joining Uniti, he served as CFO of multiple public and private telecommunication companies, including PEG Bandwidth, Hargray Communications and UbiquiTel Inc. He previously held senior finance positions with AT&T and Comcast. Mr. Volk holds a Bachelor of Science Degree in Accounting from the University of Delaware and a Master of Business Administration from Villanova University. Mrs.
Prior to joining Uniti, he served as CFO of multiple public and private telecommunication companies, including PEG Bandwidth, Hargray Communications and UbiquiTel Inc. He previously held senior finance positions with AT&T and Comcast. Mr. Volk holds a Bachelor of Science Degree in Accounting from the University of Delaware and a Master of Business Administration from Villanova University. Ms.
The VSCC also oversees implementation of certain provisions of the federal and state telecommunications laws, including interconnection requirements, promotion of competition, and consumer protection standards. The VSCC also regulates certain rates, service areas, service standards, accounting methods, affiliated transactions and certain other financial transactions.
The VSCC also oversees implementation of certain provisions of the federal and state telecommunications laws, including interconnection requirements, promotion of competition, and consumer protection standards. In addition, the VSCC regulates certain rates, service areas, service standards, accounting methods, affiliated transactions and certain other financial transactions.
As well as ensuring compensation competitiveness, the primary objectives of Shentel’s compensation programs are as follows: • Create a competitive advantage to attract, motivate and retain the necessary talent for the Company; • Focus both individual and organizational effort around strategy execution, accountability and Company core values for achieving key business outcomes; 11 Table of Conten t s • Emphasize individual performance-based differentiation linked to corporate and shareholder values. • Establish job and salary structures that are market driven and reviewed on an ongoing basis in order to maintain long-term competitiveness; • Ensure that pay processes are easily understood; • Provide a consistent approach to delivering ongoing competitive compensation to employees of the Company.
As well as ensuring compensation competitiveness, the primary objectives of Shentel’s compensation programs are as follows: • Create a competitive advantage to attract, motivate and retain the necessary talent for the Company; • Focus both individual and organizational effort around strategy execution, accountability and Company core values for achieving key business outcomes; • Emphasize individual performance-based differentiation linked to corporate and shareholder values. • Establish job and salary structures that are market driven and reviewed on an ongoing basis in order to maintain long-term competitiveness; • Ensure that pay processes are easily understood; • Provide a consistent approach to delivering ongoing competitive compensation to employees of the Company.
Ms. Leslie has a master’s degree from Old Dominion University and a bachelor’s degree from the University of North Carolina at Greensboro. Mr. Lytle is Senior Vice President Commercial Sales for Shentel. He joined Shentel in March 2024 and has over 25 years of telecommunications experience. Mr. Lytle most recently served as Chief Revenue Officer at Horizon.
Ms. Leslie has a master’s degree from Old Dominion University and a bachelor’s degree from the University of North Carolina at Greensboro. Mr. Lytle is Senior Vice President Commercial Sales for Shentel. He joined Shentel in 2024 and has over 25 years of telecommunications experience. Mr. Lytle most recently served as Chief Revenue Officer at Horizon from 2019 to 2024.
He joined Shentel in June 2019, has more than 28 years of experience in the telecommunications industry and has served in a variety of senior financial management roles with both large corporations and high growth, early stage telecommunication providers. Prior to joining Shentel, he served as Vice President, Finance and Investor Relations of Uniti Group Inc.
He joined Shentel in 2019, has more than 30 years of experience in the telecommunications industry and has served in a variety of senior financial management roles with both large corporations and high growth, early stage telecommunication providers. Prior to joining Shentel, he served as Vice President, Finance and Investor Relations of Uniti Group Inc.
She joined the Company in March 2019 and has more than 20 years of experience in diverse business environments across all areas of Information Technology. Prior to joining Shentel, Mrs. Cheng served as Chief Information Officer and Managing Director of Global Strategic Design for CFA Institute in Charlottesville, Va. Prior to her time at CFA Institute, Mrs.
She joined the Company in 2019 and has more than 30 years of experience in diverse business environments across all areas of Information Technology. Prior to joining Shentel, Mrs. Cheng served as Chief Information Officer and Managing Director of Global Strategic Design for CFA Institute in Charlottesville, Va. Prior to her time at CFA Institute, Mrs.
As a 911 service provider that serves a public safety answering point (a “PSAP”) or other local emergency responder, we must take reasonable measures to ensure 911 circuit diversity, availability of backup power at central offices that directly serve PSAPs, and diversity of network monitoring links.
As a 911 service provider that serves a public safety answering point (a “PSAP”) or other local emergency responder, we must take reasonable measures to ensure 911 circuit diversity, availability of backup power at 9 Table of Contents central offices that directly serve PSAPs, and diversity of network monitoring links.
In 2015, the FCC determined that broadband Internet access services, such as those we offer, were a form of telecommunications service under the Communications Act of 1934, as amended (the “Communications Act”), and, on that basis, imposed rules (commonly referred to as “Net Neutrality” rules) banning service providers from blocking access to lawful content, restricting data rates for downloading lawful content, prohibiting the attachment of non-harmful devices, giving special transmission priority to affiliates 5 Table of Conten t s and offering third parties the ability to pay for priority routing.
In 2015, the FCC determined that broadband internet access services, such as those we offer, were a form of telecommunications service under the Communications Act of 1934, as amended (the “Communications Act”), and, on that basis, imposed rules (commonly referred to as “Net Neutrality” rules) banning service providers from blocking access to lawful content, restricting data rates for downloading lawful content, prohibiting the attachment of non-harmful devices, giving special transmission priority to affiliates and offering third parties the ability to pay for priority routing.
We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K and all amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such reports with or to the SEC.
We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K and all amendments to those reports, 13 Table of Contents as soon as reasonably practicable after we electronically file or furnish such reports with or to the SEC.
Before that, he held a variety of leadership roles over his more than 20 years career with Cincinnati Bell, culminating in Vice President of Field Operations. He received his Bachelor of Science degree in Electrical Engineering from Ohio University and has an MBA from Xavier University. Mr. Rieger is General Counsel, Vice President Legal and Corporate Secretary for Shentel.
Before that, he held a variety of leadership roles over his more than 20 years career with Cincinnati Bell, culminating in Vice President of Field Operations. He received his Bachelor of Science degree in Electrical Engineering from Ohio University and has an MBA from Xavier University. Ms. Olsen is General Counsel, Vice President Legal and Corporate Secretary for Shentel.
Employee Engagement Our annual employee satisfaction survey captures critical indicators of employee engagement and provides an overall understanding of employee favorability. During 2024, we conducted our annual enterprise-wide engagement survey, with the assistance of third-party consultants, which focused on measuring engagement, inclusion and overall employee satisfaction.
Employee Engagement Our annual employee satisfaction survey captures critical indicators of employee engagement and provides an overall understanding of employee favorability. During 2025, we conducted our annual enterprise-wide engagement survey, with the assistance of third-party consultants, which focused on measuring engagement, favorability and overall employee satisfaction.
The contents of our website are not a part of this report. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding the Company. 14 Table of Conten t s
The contents of our website are not a part of this report. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding the Company. 14 Table of Contents
We cannot predict whether, when and to what extent such refunds may be due. 9 Table of Conten t s Universal Service Fund (“USF”). Shenandoah Telephone and Chillicothe Telephone receive disbursements from the federal USF. The Universal Service Administrative Company (“USAC”) administers the USF program under the FCC. On July 24, 2024, the U.S.
We cannot predict whether, when and to what extent such refunds may be due. Universal Service Fund (“USF”). Shenandoah Telephone and Chillicothe Telephone receive disbursements from the federal USF. The Universal Service Administrative Company (“USAC”) administers the USF program under the FCC. On July 24, 2024, the U.S.
Our spectrum licenses for our service area are scheduled to expire on various dates. Spectrum licensees have an expectation of license renewal if they can satisfy three “safe harbor” certifications which, if made, will result in routine processing and grant of the license renewal application.
Spectrum licenses are typically granted for ten-year terms. Our spectrum licenses for our service area are scheduled to expire on various dates. Spectrum licensees have an expectation of license renewal if they can satisfy three “safe harbor” certifications which, if made, will result in routine processing and grant of the license renewal application.
We cannot predict if or when additional changes will be made to the current FCC accessibility rules, or whether and how such changes will affect us. 8 Table of Conten t s Voice over Internet Protocol “VoIP” Services . We provide voice communications services over our cable and fiber networks utilizing interconnected VoIP technology and service arrangements.
We cannot predict if or when additional changes will be made to the current FCC accessibility rules, or whether and how such changes will affect us. Voice over Internet Protocol “VoIP” Services . We provide voice communications services over our cable and fiber networks utilizing interconnected VoIP technology and service arrangements.
If for some reason a licensee cannot meet these safe harbor requirements, it can file a detailed renewal showing based on the actual service provided by the station. Human Capital Management As of December 31, 2024, the Company employed 1,089 people, geographically located predominately in and around the Mid-Atlantic region of the United States.
If for some reason a licensee cannot meet these safe harbor requirements, it can file a detailed renewal showing based on the actual service provided by the station. Human Capital Management As of December 31, 2025, the Company employed 1,041 people, geographically located predominately in and around the Mid-Atlantic and Mid-West regions of the United States.
Delaware, Kentucky, Ohio, Pennsylvania and West Virginia, five states in which we operate, self-regulate IO pole attachments, but do so using essentially the same rate formula and other pole attachment rules as the FCC. The FCC pole attachment rules also do not govern government or cooperatively owned utilities.
Delaware, Kentucky, Ohio, Pennsylvania and West Virginia, five states in which we operate, self-regulate IO pole attachments, but do so using essentially the same rate formula and other pole attachment rules as the FCC. The FCC pole attachment rules also do not govern government or cooperatively owned utilities. States, however, are free to regulate such utilities and some do.
We will continue to poll our employees, as appropriate, and build action plans to address feedback shared by our team members. 12 Table of Conten t s Information About Our Executive Officers The following table presents information about our executive officers who, other than Christopher E. French, are not members of our board of directors.
We will continue to poll our employees, as appropriate, and build action plans to address feedback shared by our team members. 11 Table of Contents Information About Our Executive Officers The following table presents information about our executive officers who, other than Christopher E. French, are not members of our board of directors.
In March 2021, Congress passed the American Rescue Plan Act to subsidize the deployment of high-speed broadband internet access in unserved areas. We have been awarded approximately $122.2 million in grants to serve approximately 27,200 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio. The grants will be paid to the Company as certain milestones are completed.
In March 2021, Congress passed the American Rescue Plan Act to subsidize the deployment of high-speed broadband internet access in unserved areas. We have been awarded approximately $122.8 million in grants to serve approximately 26,900 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio. The grants are paid to the Company as certain milestones are completed.
Exceeding the Occupational Safety and Health Administration (“OSHA”) Regulations is the expectation for Shentel. We have achieved this level of success through our deliberate creation and management of both regional and corporate safety committees. Compensation and Benefits We provide employees with compensation and benefits packages that are market-driven and aligned to a consistent Shentel Compensation and Rewards Philosophy.
Exceeding the Occupational Safety and Health Administration (“OSHA”) Regulations is the expectation for Shentel. We achieve this through our deliberate creation and management of both regional and corporate safety committees. 10 Table of Contents Compensation and Benefits We provide employees with compensation and benefits packages that are market-driven and aligned to a consistent Shentel Compensation and Rewards Philosophy.
He joined Shentel in May 2019 as Vice President and Head of Business Operations responsible for Enterprise Program Management, Performance Management and Process Excellence across all business segments. Prior to joining Shentel, Mr. Mason was Head of Install and Repair Operations at Google Fiber.
Mason has served in his current role since 2021. He joined Shentel in 2019 as Vice President and Head of Business Operations responsible for Enterprise Program Management, Performance Management and Process Excellence across all business segments. Prior to joining Shentel, Mr. Mason was Head of Install and Repair Operations at Google Fiber.
Our long distance rates are not subject to FCC regulation, but we are required to offer long distance service through a subsidiary other than Shenandoah Telephone, to disclose our long distance rates on a website, to maintain geographically averaged rates, to pay contributions to the USF and make other mandatory payments based on our long-distance revenues, and to comply with other filing and regulatory requirements, including enhanced recordkeeping and quarterly reporting obligations and being subject to greater oversight. 10 Table of Conten t s Regulation of Our Other Services Transfers, Assignments and Changes of Control of Spectrum Licenses.
Our long distance rates are not subject to FCC regulation, but we are required to offer long distance service through a subsidiary other than Shenandoah Telephone, to disclose our long distance rates on a website, to maintain geographically averaged rates, to pay contributions to the USF and make other mandatory payments based on our long-distance revenues, and to comply with other filing and regulatory requirements, including enhanced recordkeeping and quarterly reporting obligations and being subject to greater oversight.
Cheng is Senior Vice President and Chief Information Officer for Shentel. She leads the Information Technology organization, Enterprise Project Management Office (EPMO) and Enterprise Risk Management program, and is responsible for our Customer Care and Tech Support functions.
Tracy is a CPA and graduate of the University of Delaware. Mrs. Cheng is Senior Vice President and Chief Information Officer for Shentel. She leads the Information Technology organization, Enterprise Project Management Office (EPMO) and Enterprise Risk Management program, and is responsible for our Customer Care and Tech Support functions.
We prevailed as a winning bidder in the auction for certain areas with a grant of $0.9 million to serve approximately 900 unserved homes. The Company began fulfilling its obligation during 2023 and expects to complete that process by the end of 2025.
We prevailed as a winning bidder in the auction for certain areas with a grant of $0.9 million to serve approximately 900 unserved homes. The Company began fulfilling its obligation during 2023 and will complete its obligation before 2028.
Local broadcast television stations can require a cable operator to carry their signals pursuant to federal “must-carry” requirements. Alternatively, local television stations may require that a cable operator obtain “retransmission consent” for carriage of the station’s signal, which can enable a popular local television station to obtain concessions from the cable operator for the right to carry the station’s signal.
Alternatively, local television stations may require that a cable operator obtain “retransmission consent” for carriage of the station’s signal, which can enable a popular local television station to obtain concessions from the cable operator for the right to carry the station’s signal.
The Chillicothe Telephone Company (“Chillicothe Telephone”) is a RLEC serving Ross County, Ohio. Shenandoah Telephone’s rates for local exchange service, intrastate toll service and intrastate access charges are subject to the review and approval of the VSCC.
The Chillicothe Telephone Company (“Chillicothe Telephone”) is a RLEC serving Ross County, Ohio. Shenandoah Telephone’s rates for local exchange service, intrastate toll service and intrastate access charges are subject to the review and approval of the Virginia State Corporation 8 Table of Contents Commission (“VSCC”).
Shentel’s operations continue to be in compliance with the law as of December 31, 2024. We expect federal and state efforts to regulate online privacy, data security and cybersecurity to continue in 2025. We cannot predict whether any of these efforts will be successful, or how new legislation and regulations, if any, would affect our business.
We believe that Shentel’s operations continue to be in compliance with all state and local laws. We expect federal and state efforts to regulate online privacy, data security and cybersecurity to continue in 2026. We cannot predict whether any of these efforts will be successful, or how new legislation and regulations, if any, would affect our business.
In addition, we compete with fixed wireless broadband services and indirectly with wireless substitution as the bandwidth speeds from wireless providers have increased with 5th generation network technology upgrades.
Approximately 30% of our incumbent broadband passings compete with a wireline broadband competitor. In addition, we compete with fixed wireless broadband services and indirectly with wireless substitution as the bandwidth speeds from wireless providers have increased with 5th generation network technology upgrades.
In addition, the FCC has interpreted another federal law governing state and local regulation of public rights of way to impose cost-based limitations on what government entities may charge for pole attachments.
Of the states in which Shentel operates, Virginia, Kentucky, Ohio and Delaware currently regulate cooperatively owned pole attachments. In addition, the FCC has interpreted another federal law governing state and local regulation of public rights of way to impose cost-based limitations on what government entities may charge for pole attachments.
The FCC must give prior approval to the assignment of ownership or control of a spectrum license, as well as transfers involving substantial changes in such ownership or control. The FCC also requires licensees to maintain effective working control over their licenses. Spectrum licenses are typically granted for ten-year terms.
Regulation of Our Other Services Transfers, Assignments and Changes of Control of Spectrum Licenses. The FCC must give prior approval to the assignment of ownership or control of a spectrum license, as well as transfers involving substantial changes in such ownership or control. The FCC also requires licensees to maintain effective working control over their licenses.
McKay began his telecommunications industry career in 1996, including previous management positions at UUNET and Verizon. He is a graduate of the University of Virginia, where he earned master’s and bachelor’s degrees in electrical engineering, and he represents the Company on the Board of ACA Connects. Mr. Volk is Senior Vice President and Chief Financial Officer for Shentel.
He is a graduate of the University of Virginia, where he earned master’s and bachelor’s degrees in Electrical Engineering, and he represents the Company on the Board of ACA Connects. Mr. Volk is Senior Vice President and Chief Financial Officer for Shentel.
Competition As the incumbent broadband provider passing approximately 239,000 homes and businesses, we compete against incumbent local telephone companies that provide digital subscriber line (“DSL”), internet and voice services over hybrid fiber and copper-based networks as well as broadband overbuilder providers that offer data, voice, and video services over hybrid coaxial cable or fiber optic networks.
Refer to Note 10, Debt to the Company’s 2025 consolidated financial statements for more information. 4 Table of Contents Competition As the incumbent broadband provider passing approximately 252,000 homes and businesses, we compete against incumbent local telephone companies that provide digital subscriber line (“DSL”) internet and voice services over hybrid fiber and copper-based networks as well as broadband overbuilder providers that offer data, voice, and video services over hybrid coaxial cable or fiber optic networks.
Cheng held a number of different roles over 16 years with M&T Bank in Buffalo, NY, including Group Vice President, Technology Business Services, Vice President of Retail Operations and Assistant Vice President, Web Product Owner.
Cheng held a number of different roles over 16 years with M&T Bank in Buffalo, NY, including Group Vice President, Technology Business Services, Vice President of Retail Operations and Assistant Vice President, Web Product Owner. She received her Bachelor of Arts degree from Vassar College and her Masters of Business Administration from the University of Rochester. Additionally, Mrs.
Cheng Senior Vice President and Chief Information Officer 51 March 2019 Heather K. Tormey Vice President and Chief Human Resources Officer 51 July 2019 Richard W. Mason Jr. Senior Vice President Engineering and Operations 51 July 2021 Derek C.
Willis Vice President and Chief Accounting Officer 61 December 2024 Elaine M. Cheng Senior Vice President and Chief Information Officer 52 March 2019 Heather K. Tormey Vice President and Chief Human Resources Officer 52 July 2019 Richard W. Mason Jr. Senior Vice President Engineering and Operations 52 July 2021 Angela M.
Our executive officers serve at the pleasure of the Board of Directors. Name Title Age Date in Position Christopher E. French President and Chief Executive Officer 66 April 1988 Edward H. McKay Executive Vice President and Chief Operating Officer 52 July 2021 James J. Volk Senior Vice President and Chief Financial Officer 61 June 2019 Elaine M.
Our executive officers serve at the pleasure of the Board of Directors. Name Title Age Date in Position Christopher E. French Executive Chairman 67 September 2025 Edward H. McKay President and Chief Executive Officer 53 September 2025 James J. Volk Senior Vice President and Chief Financial Officer 62 June 2019 Tracy L.
As the Internet has matured, it has become the subject of increasing regulatory interest. Congress and Federal regulators have adopted a wide range of measures directly or potentially affecting Internet use. The adoption of new Internet regulations or policies could adversely affect our business.
Congress and Federal regulators have adopted a wide range of measures that either directly or indirectly impacted internet use and the adoption of new internet regulations or policies could adversely affect our business.
Our Glo Fiber FTTH service passes approximately 346,000 homes and businesses and competes against the incumbent local telephone companies’ DSL, internet and voice services via hybrid fiber and copper-based networks and the incumbent cable companies’ broadband, video and voice services utilizing hybrid fiber-coaxial cable networks. Competition is also intense and growing in the market for video services.
Our Glo Fiber Fiber-To-The-Home (“FTTH”) service passes approximately 427,000 homes and businesses and competes against the incumbent cable companies’ broadband, video and voice services utilizing hybrid fiber-coaxial cable networks and the incumbent local telephone companies.
The cost of acquiring the right to carry cable programming can increase as programmers demand rate increases and we cannot predict the extent to which any potential costs may impact our business. Franchise Matters. Cable and FTTH operators generally must apply for and obtain non-exclusive franchises from local or state franchising authorities before providing video and data services.
The cost of acquiring the right to carry cable programming can increase as programmers demand rate increases and we cannot predict the extent to which any potential costs may impact our business. 6 Table of Contents Franchise Matters.
Rieger General Counsel, Vice President Legal and Corporate Secretary 44 February 2022 Dara Leslie Senior Vice President Sales & Marketing 57 June 2022 Glenn Lytle Senior Vice President Commercial Sales 49 April 2024 Mr. French is President and Chief Executive Officer for Shentel. He is responsible for the overall leadership and strategic direction of the Company.
Olsen General Counsel, Vice President Legal and Corporate Secretary 57 August 2025 Dara Leslie Senior Vice President Sales & Marketing 58 June 2022 Glenn E. Lytle Senior Vice President Commercial Sales 50 April 2024 Mr. French is Executive Chairman for Shentel.
Shentel also leases dark fiber and provides Ethernet and 4 Table of Conten t s wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area under the brand name of Glo Fiber Business.
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.
Court of Appeals for the Fifth Circuit ruled that the current funding mechanism for the Universal Service Fund is an unconstitutional tax that violates the U.S. Constitution. That opinion is now on appeal to the U.S. Supreme Court which is expected to render a decision in the current term.
Court of Appeals for the Fifth Circuit ruled that the current funding mechanism for the Universal Service Fund is an unconstitutional tax that violates the U.S. Constitution. On June 27, 2025, the U.S. Supreme Court reversed the Fifth Circuit ruling, thus upholding the FCC’s authority to tax and administer the USF.
Tormey is Vice President and Chief Human Resources Officer at Shentel. She joined the Company in July 2019. Ms. Tormey brings more than 20 years of experience in leading and managing strategic HR initiatives to Shentel. Prior to joining Shentel, Ms. Tormey was the Chief Human Resources Officer of American Woodmark, headquartered in Winchester, Virginia. Prior to American Woodmark, Ms.
Cheng is a founding board member of Charlottesville Women in Tech, a non-profit organization which encourages women to join and thrive in technology careers. Ms. Tormey is Vice President and Chief Human Resources Officer at Shentel. She joined the Company in 2019. Ms. Tormey brings more than 25 years of experience in leading and managing strategic HR initiatives to Shentel.
Prior to his current role, he served as Senior Vice President of Engineering and Operations. He played a key role in the growth and success of Shentel’s former wireless business, led the expansion of the fiber-rich network supporting the Company’s cable and wireline business, and was responsible for delivering on Shentel’s broadband Fiber First growth strategy for Glo Fiber. Mr.
He played a key role in the growth and success of Shentel's former wireless business, led the expansion of the fiber-rich network supporting the Company’s broadband business, and has been responsible for delivering on Shentel’s Glo Fiber growth strategy. Mr. McKay began his telecommunications industry career in 1996, including previous management positions at UUNET and Verizon.
French holds a bachelor’s degree in electrical engineering and an MBA, both from the University of Virginia.
Prior to appointment as President, Mr. French held a variety of positions with the Company, including Vice President Network Service and Executive Vice President. Mr. French holds a bachelor’s degree in electrical engineering and an MBA, both from the University of Virginia.
If this trend continues, mergers, acquisitions and strategic alliances with large wireless carriers could also increase the level of competition we face.
If this trend continues, mergers, acquisitions and strategic alliances with large wireless carriers could also increase the level of competition we face. Regulation Shentel’s operations are subject to regulation by the Federal Communications Commission ("FCC"), state utility commissions, and other federal, state, and local governmental agencies across the Company’s footprint.
The Net Neutrality rules also imposed a transparency requirement, i.e., an obligation to disclose all material terms and conditions of our service to consumers. The Net Neutrality rules have been a matter of debate and have been revoked and reinstated throughout the years since their inception.
The Net Neutrality rules also imposed a transparency requirement, i.e., an obligation to disclose all material terms and conditions of our service to consumers. The legality of Net Neutrality rules have been disputed since the FCC’s 2015 determination, and in 2025, the U.S. Supreme Court ruled that the FCC does not have the authority to impose Net Neutrality rules.
Description of Business Shentel provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana via fiber optics under the brand name of Glo Fiber and hybrid fiber coaxial cable under the brand name of Shentel.
The Company owns an extensive regional network with approximately 19,000 route miles of fiber. For more information, please visit www.shentel.com. Description of Business Shentel provides broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial (“HFC”) cable networks.
He joined Shentel in 2021 and is responsible for all legal and regulatory compliance matters for the Company. He also acts as Corporate Secretary to the Company’s Board of Directors. Mr. Rieger joined Shentel from Sykes Enterprises, Incorporated, one of the world’s largest Business Process Outsourcers, where he most recently served as Vice President of Global Corporate & Operational Compliance.
She joined Shentel in 2025 and is responsible for all legal and regulatory compliance matters for the Company. She also acts as Corporate Secretary to the Company’s Board of Directors. Ms.
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 approximately 16,800 route miles of fiber.
Shentel’s Broadband business also provides voice and digital subscriber line (“DSL”) services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. The Company served approximately 262,000 Revenue Generating Units (“RGUs”) at December 31, 2025.
Mason is Senior Vice President Engineering and Operations at Shentel and is responsible for leading our network strategy, engineering, construction and operations functions. Mr. Mason has served in his current role since July 2021.
She holds a Bachelor of Science in Psychology from Florida State University and a Master of Arts in Industrial Organizational Psychology from the University of New Haven. Mr. Mason is Senior Vice President Engineering and Operations at Shentel and is responsible for leading our network strategy, engineering, construction and operations functions. Mr.
As a result of the FCC’s December 2017 decision, discussed above, to reclassify broadband Internet access service as an “information service,” the FTC has the authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information.
The FTC has the authority to enforce against unfair or deceptive acts and practices, to protect the privacy of internet service customers, including our use and disclosure of certain customer information. 7 Table of Contents Many states and local authorities have considered legislative or other actions that would impose additional restrictions on our ability to collect, use and disclose certain information.
He has served as President since 1988, and has been a member and Chairman of the Board of Directors since 1996. Prior to appointment as President, Mr. French held a variety of positions with the Company, including Vice President Network Service and Executive Vice President. Mr.
He joined Shentel in 2004 and has served as President and Chief Executive Officer since September 1, 2025. Mr. McKay has held a variety of leadership positions with the Company, including Executive Vice President and Chief Operating Officer, and Senior Vice President of Engineering and Operations.
Rieger holds a Bachelor of Science in Business Administration from Villanova University and a Juris Doctorate from Widener University School of Law. Ms. Leslie is Senior Vice President of Sales and Marketing for Shentel.
Leslie is Senior Vice President of Sales and Marketing for Shentel.
We cannot predict 6 Table of Conten t s whether or when any such new marketing restrictions may be imposed on us or what effect they would have on our ability to provide cable service. In May 2021, the FCC introduced the temporary Emergency Broadband Benefit (“EBB”) program to help qualifying disadvantaged households pay for Internet service.
We cannot predict whether or when any such new marketing restrictions may be imposed on us or what effect they would have on our ability to provide cable service. Must-Carry/Retransmission Consent. Local broadcast television stations can require a cable operator to carry their signals pursuant to federal “must-carry” requirements.
The Company began fulfilling its obligation in 2023 and expects to complete the majority of its obligations under these programs by the end of 2026.
The Company substantially completed its Virginia obligations in 2025 with approximately 20,000 previously unserved homes now with broadband service and expects to complete the majority of its obligations in Maryland, West Virginia and Ohio by the end of 2026.
Removed
The Company owns an extensive regional network with approximately 16,800 route miles of fiber. For more information, please visit www.shentel.com.
Added
New Entities formed to support securitized financing During 2025, Shentel formed Shentel Guarantor LLC, Shentel Issuer LLC (“Shentel Issuer”), Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Entities"”, each a bankruptcy-remote subsidiary of the Company.
Removed
Acquisition of Horizon Acquisition Parent LLC 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, and 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”).
Added
The ABS Entities were formed as part of a securitization transaction, pursuant to which certain of the Company’s fiber network assets and related customer contracts, primarily in Virginia, Ohio, Pennsylvania, Indiana, Maryland and West Virginia, were contributed to Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Asset Entities”).
Removed
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.
Added
The cash flow from these contributed assets are used to service the obligations under Shentel's “ABS Notes”, as defined in the following paragraph.
Removed
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.
Added
On December 5, 2025 (the “Closing”), Shentel Issuer, in relation to the securitization transaction referenced above, closed its inaugural offering of $567.4 million aggregate principal amount of secured fiber network revenue term notes, consisting of $489.1 million 5.64% Series 2025-1, Class A-2 term notes (“Class A-2 Notes”) and $78.3 million 6.03% Series 2025-1, Class B term notes (“Class B Notes”), each with an anticipated repayment date in December 2030.
Removed
The Selling Shareholder is also subject to a one year lockup period for the shares of Common Stock received. Prior to the acquisition, Horizon was a leading commercial fiber provider in Ohio and adjacent states, serving national wireless providers, carriers, enterprises, and government, education and healthcare customers.
Added
As part of the securitization financing transaction, Shentel Issuer also entered into a revolving $175.0 million variable funding note facility (the “VFN”) due December 2029 with a group of financial institutions. VFN advances will be subject to certain pro-forma leverage and debt service coverage ratios as defined in the agreements governing the VFN (the “ABS Indenture”).
Removed
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 pursued a strategy of investing in fiber to the home (“FTTH”) in tier 3 & 4 markets in Ohio.
Added
As part of the same ABS Indenture and fiber network assets and related customer contracts that govern and secure the ABS Notes, Shentel Issuer entered into a $25 million delay draw Liquidity Funding Note facility (the “LFN”, together with the Class A-2 Notes, Class B notes, and the VFN, the “ABS Notes”) with Bank of America.
Removed
The description of the Company’s business set forth below reflects the operations of the Company after the completion of the Horizon Transaction.
Added
Concurrently, Shentel Broadband Operations LLC (“Shentel Broadband”), a wholly-owned indirect subsidiary of the Company, entered into a new $175.0 million Revolving Credit Facility (the “RCF”) due December 2030 with a group of financial institutions. The RCF is secured by the cash flows and substantially all of the assets and equity interests of the Company’s subsidiaries excluding the ABS Entities.
Removed
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 for $309.9 million (the “Tower Transaction”).
Added
Shentel and its non ABS Entities have no recourse of the loans of the ABS Entities. Likewise, the ABS Entities have no recourse of the loans of Shentel Broadband. Shentel used the proceeds from the issuance of the ABS Notes and the RCF to repay the outstanding principal on the Company’s existing debt.
Removed
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.
Added
Approximately 88% of the Glo Fiber passings compete with incumbent telephone company’s DSL internet and voice services via hybrid fiber and copper-based networks and approximately 12% of the Glo Fiber passings compete with the incumbent telephone company’s FTTH networks. Competition is also intense and growing in the market for video services.
Removed
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.
Added
Consequently, broadband internet access services are currently classified as an information service. 5 Table of Contents As the internet has matured, it has become the subject of increasing regulatory interest.
Removed
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.
Added
Cable and FTTH operators generally must apply for and obtain non-exclusive franchises from local or state franchising authorities before providing video and data services.

… 31 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

57 edited+15 added−19 removed77 unchanged
Biggest changeApproximately 28% of the passings in our incumbent broadband business currently have a FTTH or cable competitor, including 23% of our incumbent cable passings and 100% of our FTTH passings in our Ohio incumbent telephone market. Wireless and satellite providers are also entering the market for broadband.
Biggest changeAll of our Glo Fiber passings have an incumbent cable competitor and approximately 12% have an incumbent telephone competitor with FTTH services. Wireless and satellite providers have also entered the market for broadband. In some areas, wireless providers have partnered with broadband providers to offer a converged bundle of broadband and wireless.
Our services may be adversely impacted by legislative or regulatory changes that affect our ability to develop and offer services or that could expose us to liability from customers or others. The Company provides broadband Internet access services to its fiber, cable and telephone customers. As the Internet has matured, it has become the subject of increasing regulatory interest.
Our services may be adversely impacted by legislative or regulatory changes that affect our ability to develop and offer services or that could expose us to liability from customers or others. The Company provides broadband internet access services to its fiber and cable customers. As the internet has matured, it has become the subject of increasing regulatory interest.
Our failure to comply with any of these covenants or to meet any payment obligations under the credit agreement could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and unpaid fees, becoming immediately due and payable.
Our failure to comply with any of these covenants or to meet any payment obligations under the RCF credit agreement could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and unpaid fees, becoming immediately due and payable.
Specifically, the market for talent for key roles in our industry, including executive officers and key personnel to support our engineering, sales, service delivery, information technology, finance and accounting functions, is highly competitive and could adversely impact our ability to retain and hire new key employees and contractors.
Specifically, the highly-competitive market for talent for key roles in our industry, including executive officers and key personnel to support our engineering, sales, service delivery, information technology, finance and accounting functions, could adversely impact our ability to retain and hire new key employees and contractors.
Changes to the FCC’s Universal Service Fund framework may adversely impact our Broadband revenue, which may have a material adverse effect on our financial performance and our results of operations.
Changes to the FCC’s Universal Service Fund (“USF”) framework may adversely impact our Broadband revenue, which may have a material adverse effect on our financial performance and our results of operations.
Difficulty in obtaining necessary resources may also adversely affect our ability to expand into new markets as could our ability to adequately market a new brand to customers unfamiliar to us as we expand to markets where we do not currently operate. We may face resistance from competitors who are already in markets we wish to enter.
Difficulty in obtaining necessary resources may also adversely affect our go-to-market strategy as we expand into new markets, as could our ability to adequately market a new brand to customers unfamiliar to us as we expand to markets where we do not currently operate. We may face resistance from competitors who are already in markets we wish to enter.
Our sales, general and administrative (“SG&A”) costs, including corporate overhead, are a higher percentage of revenue than larger broadband companies due to a lack of relative scale. We anticipate it will take multiple years of growth to reduce our SG&A as a percentage of revenue to be comparable to our broadband peers.
Our sales, general and administrative (“SG&A”) costs, including corporate overhead, are a higher percentage of revenue than larger broadband companies due to a lack of relative scale. We anticipate it may take multiple years of growth to reduce our SG&A as a percentage of revenue to be comparable to our broadband peers.
Threat actors may be able to develop and deploy viruses, worms, ransomware and other malicious software programs that attack our products or otherwise exploit security vulnerabilities of our systems causing operational damage that could impact our ability to serve customers and result in financial losses.
Threat actors may be able to develop and deploy viruses, malware, ransomware and other malicious software programs that attack our products or otherwise exploit security vulnerabilities of our systems causing operational damage that could impact our ability to serve customers and result in financial losses.
Cable system attachments to investor-owned public utility poles historically have been regulated at the federal or state level, generally resulting in reasonable pole attachment rates for attachments used to provide cable service.
Cable and fiber system attachments to investor-owned public utility poles historically have been regulated at the federal or state level, generally resulting in reasonable pole attachment rates for attachments used to provide cable service.
As use of these services continues to grow, our broadband customers will likely use much more bandwidth than in the past. If this occurs, we could be required to make significant capital expenditures to increase network capacity in order to avoid service disruptions, service degradation or slower transmission speeds for our customers.
As use of these services continues to grow, our broadband customers will likely use much more bandwidth than in the past. If this occurs, we could be required to make 21 Table of Contents significant capital expenditures to increase network capacity in order to avoid service disruptions, service degradation or slower transmission speeds for our customers.
Significant disruptions to the supply chain could adversely impact our growth, operations and revenue projections. The supply of critical supplies, such as modems, consumer Wi-Fi equipment, energy, optical equipment and fiber is important to our business operations. These materials form the core components needed to deliver both video and data services to our customers.
Significant disruptions to the supply chain, including increased tariffs, could adversely impact our growth, operations and revenue projections. The supply of critical supplies, such as modems, consumer Wi-Fi equipment, energy, optical equipment and fiber is important to our business operations. These materials form the core components needed to deliver both video and data services to our customers.
We might not have sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations. In addition, if we are not in compliance with the financial and operating covenants at the time we wish to borrow funds, we will be unable to borrow funds.
Shentel Broadband might not have sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations. In addition, if we are not in compliance with the financial and operating covenants at the time we wish to borrow funds, we will be unable to borrow RCF funds.
Regulatory constraints could impact our ability to adequately address increases in broadband usage and may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for our customers. Video streaming services, gaming and peer-to-peer file sharing applications use significantly more bandwidth than other internet activity such as web browsing and email.
Regulatory and technology constraints could impact our ability to adequately address increases in broadband usage and may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for our customers. Video streaming services, gaming, peer-to-peer file sharing applications, and increased AI use requires significantly more bandwidth than other internet activity such as web browsing and email.
Events and conditions that could result in impairment include a sustained drop in the market price of our common stock, increased competition or loss of market share, obsolescence, deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.
Events and conditions that could result in impairment include a sustained drop in the market price of our common 23 Table of Contents stock, increased competition or loss of market share, obsolescence, deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.
As the recipient of these grants, the Company has committed to expand its broadband network and improve broadband services to approximately 27,200 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio and upgrade our middle mile network in Ohio within a specified period, as agreed to by the Company and each municipality.
As the recipient of these grants, the Company has committed to expand its broadband network and improve broadband services to approximately 26,900 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio and upgrade our middle mile network in Ohio within a specified period, as agreed to by the Company and each municipality.
If Horizon, and their network vendors providing off-network backhaul circuits to certain cellular towers, do not meet the SLAs, contractual monetary penalties may be incurred which would have an adverse effect on revenues and profitability. Network investments may be required to remediate the issues.
If the Company and its network vendors providing off-network backhaul circuits to certain cellular towers do not meet the SLAs, contractual monetary penalties may be incurred which would have an adverse effect on revenues and profitability. Network investments may be required to remediate the issues.
Given the ongoing 17 Table of Conten t s and dynamic nature of the circumstances, it is difficult to predict how future pandemics will impact the Company, and there is no guarantee that efforts by Shentel, designed to address adverse impacts of future pandemics, will be effective.
Given the ongoing 17 Table of Contents and dynamic nature of the circumstances, it is difficult to predict how future pandemics will impact the Company, and there is no guarantee that efforts by Shentel, designed to address adverse impacts of future pandemics, will be effective.
In the event the Company does not fulfill its commitment to extend its existing broadband network within the time frame allotted, the performance of the broadband network is inadequate, the Company is considered insolvent or the Company fails to meets its funding requirements of the grant projects, the Company may be declared in default of the grant 21 Table of Conten t s contract.
In the event the Company does not fulfill its commitment to extend its existing broadband network within the time frame allotted, the performance of the broadband network is inadequate, the Company is considered insolvent or the Company fails to meets its funding requirements of the grant projects, the Company may be declared in default of the grant contract.
The loss of the 18 Table of Conten t s services of key members of executive management or other employees or contractors in critical roles, and the inability or delay in hiring new key employees and contractors could materially and adversely affect our ability to manage and expand our business and our future operational and financial results.
The loss of the services of key members of executive management or other employees or contractors in critical roles, and the inability or delay in hiring new key employees and contractors could materially and adversely affect our ability to manage and expand our business and our future operational and financial results.
In the event that we have incorrectly calculated, assessed or remitted amounts that were due to governmental authorities, we could be subject to additional taxes, fines, penalties or other adverse actions, which could materially impact our business, 23 Table of Conten t s financial condition and operating results.
In the event that we have incorrectly calculated, assessed or remitted amounts that were due to governmental authorities, we could be subject to additional taxes, fines, penalties or other adverse actions, which could materially impact our business, financial condition and operating results.
Like many other companies, we increasingly leverage third-party SaaS solutions and external service providers to help us deliver services to our customers. In the delivery of these services, we are dependent on the security infrastructure of those third-party providers. These providers are also vulnerable to the myriad of cyber-attacks possible in today’s environment.
Like many other companies, we increasingly leverage third-party Software as a Service (“SaaS”) solutions and external service providers to help us deliver services to our customers. In the delivery of these services, we are dependent on the security infrastructure of those third-party providers. These providers are also vulnerable to the myriad of possible cyber-attacks.
If our local franchises are not renewed at expiration we would have to cease operations or, operate under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.
Franchise authorities often demand concessions or other commitments as a condition to renewal. If our local franchises are not renewed at expiration, we would have to cease operations or operate under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.
Service Level Agreements (“SLAs”) with Horizon’s largest customers may cause material fluctuations in the combined companies’ financial results. 32% of Horizon’s revenues are with the national wireless service providers who have carrier grade SLAs for network reliability and mean time to restore outages.
Service Level Agreements (“SLAs”) with our largest customers may cause material fluctuations in our financial results. Approximately 28% of commercial revenues are with the national wireless service providers who have carrier grade SLAs for network reliability and mean time to restore outages.
For example, it may: • increase our vulnerability to general adverse economic and industry conditions, including rising interest rates; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends and other general corporate purposes; and • place us at a competitive disadvantage relative to companies that have less indebtedness.
For example, it may: • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends and other general corporate purposes; and • place us at a competitive disadvantage relative to companies that have less indebtedness.
Should we be slow or unsuccessful in leveraging AI appropriately, our margin position may be lower relative to peers.
Should we be slow or unsuccessful in leveraging AI appropriately, our operating margins may be lower relative to peers.
Although we remain subject to financial and other covenants in our credit agreement that may limit our ability to pursue certain strategic opportunities, we intend to continue to evaluate and, when appropriate, pursue strategic acquisition opportunities as they arise.
Although we remain subject to financial and other covenants in our financing arrangements that may limit our ability to pursue certain strategic opportunities without lender approval, we intend to continue to evaluate and, when appropriate, pursue strategic acquisition opportunities as they arise.
As a result, our financial performance may be negatively impacted. 16 Table of Conten t s Our programming costs continue to increase and our relative size limits our ability to negotiate more favorable terms, which may have an adverse effect on our business and our results of operations.
As a result, AI could negatively impact our financial performance. 16 Table of Contents Our programming costs continue to increase, and our relative size limits our ability to negotiate more favorable terms, which may have an adverse effect on our business and our results of operations.
A disruption of our information technology infrastructure or overall operations, or the infrastructure or operations of certain vendors who provide information technology or overall operations services to us or our customers, could be caused by a natural disaster, energy or manufacturing failure, telecommunications system failure, ransomware attack, cybersecurity attack, terrorist attack, intrusion or incident or defective or improperly installed new or upgraded business management systems.
A disruption of our information technology infrastructure or overall operations, or the infrastructure or operations of certain vendors who provide information technology or overall operations services to us or our customers, could be caused by a natural disaster, power failure, manufacturing defect, telecommunications system failure, ransomware attack, cybersecurity attack or intrusion, terrorist attack, defective or improperly installed new or upgraded business management systems, or construction failure, including but not limited to a utility line strike.
Most of our competitors possess greater resources, have greater brand recognition, have more extensive coverage areas, have access to technologies not available to us, are able to offer bundled service offerings that we are not able to duplicate and offer more services than we do.
The Company’s commercial fiber business faces intense competition from several local and national providers. Most of our competitors possess greater resources, have greater brand recognition, have more extensive coverage areas, have access to technologies not available to us, are able to offer bundled service offerings that we are not able to duplicate and offer more services than we do.
Any reduction in the USF from these lawsuits, or other means, could negatively impact the regulatory support revenue received by the Company’s RLEC business and the ability for schools and libraries to pay the Company for internet access and telecommunication services. 20 Table of Conten t s Changes to key regulatory requirements can affect our ability to compete.
Any reduction in the USF from similar successful lawsuits, or funding changes by Congress, could negatively impact the regulatory support revenue received by the Company’s RLEC business and the ability for schools, libraries, and healthcare providers to pay the Company for internet access and telecommunication services. Changes to key regulatory requirements can affect our ability to compete.
The FCC’s USF provides regulatory support to rural local exchange carriers to promote universal service and to eligible schools and libraries through the e-rate program to obtain subsidized internet access and telecommunication services. Recent lawsuits have asked the courts to declare the universal service framework illegal.
The FCC’s USF provides regulatory support to rural local exchange carriers to promote universal service and to eligible schools and libraries through the e-rate program and to regional healthcare providers and hospitals through the Rural Healthcare Program to obtain subsidized internet access and telecommunication services.
The increasing demand for faster residential internet bandwidth driven by working and learning from home since the outbreak of COVID-19 has increased the availability of capital to fund FTTH and cable overbuilds.
The increasing demand for faster residential internet bandwidth driven by working and learning from home since the outbreak of COVID-19 has increased the availability of capital to fund FTTH and cable overbuilds. Approximately 30% of the passings in our incumbent broadband business currently have an FTTH or cable competitor.
Changes in governmental regulations or changes in these relationships could have a material adverse effect on our business and our results of operations. Some of our competitors are larger than we are and possess greater resources than we do.
Changes in governmental regulations or changes in these relationships could have a material adverse effect on our business and our results of operations.
Furthermore, attaching the Company’s cables to utility poles governed by the pole attachment agreements requires significant coordination with the owners of the utility poles which may result in delays if the owners of the utility poles cannot dedicate sufficient resources to assist in the attachment process.
As a result, we expect our capital expenditures to exceed the cash flow provided from continuing operations through 2026. 15 Table of Contents Furthermore, attaching the Company’s cables to utility poles governed by the pole attachment agreements requires significant coordination with the owners of the utility poles which may result in delays if the owners of the utility poles cannot dedicate sufficient resources to assist in the attachment process.
Climate change could disrupt our operations and our distribution networks, cause us to incur increased costs related to such events, or otherwise negatively affect our business. 19 Table of Conten t s Our distribution networks may be subject to weather-related events that could damage our networks and impact service delivery, such as downed transmission lines, flooded facilities, power outages, fuel shortages, network congestion, delay or failure, damaged or destroyed property and equipment, and work interruptions.
Our distribution networks may be subject to weather-related events that could damage our networks and impact service delivery, such as downed transmission lines, flooded facilities, power outages, fuel shortages, damaged or destroyed property and equipment, work interruptions, or network congestion, delays or failures, .
Moreover, our business involves the processing, storage and transmission of data, which would also be negatively affected by such an event. A disruption of our information technology infrastructure or operations could also cause us to lose customers and revenue, particularly during a period of heavy demand for our services.
Moreover, our business involves the processing, storage and transmission of data, which would also be negatively affected by such an event. A significant disruption of our information technology infrastructure or operations could result in damage to our reputation and credibility, customer dissatisfaction and ultimately a loss of customers or revenue.
Should those third-party suppliers be impacted by a shortage of materials, equipment or resources, their inability to provide services to us could also negatively impact our ability to deliver network services or build out future network.
Should those third-party suppliers be impacted by a shortage of materials, equipment or resources, their inability to provide services to us could also negatively impact our ability to deliver network services or build out future network. 18 Table of Contents Our success largely depends on our ability to retain and recruit key personnel, and any failure to do so could adversely affect our ability to manage our business.
However, as broadband service is increasingly viewed as an essential service, governments could adopt new laws or regulations related to the prices we charge for our services that could adversely impact our existing business model, revenues, earnings and the value of our and cable industry stock prices.
However, as broadband service is increasingly viewed as an essential service, governments could adopt new laws or regulations related to the prices we charge for our services that could adversely impact our existing business model, revenues, earnings and the value of cable industry stock prices. 20 Table of Contents The Company provides data services and operates cable television systems in largely rural areas of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana pursuant to local franchise agreements.
The Company may fail to complete its performance obligations in regard to government grant awards and incur liquidated damages and/or create an event of default that could allow the municipality to cancel the grant. In partnership with counties in the respective states, Shentel has been awarded grants through various broadband infrastructure grant programs in Virginia, Maryland, West Virginia and Ohio.
The Company may fail to complete its performance obligations in regard to government grant awards and incur liquidated damages and/or create an event of default that could allow the municipality to cancel the grant.
In some areas, wireless providers have partnered with broadband providers to offer a converged bundle of broadband and wireless. If competitive overbuilds increase in our incumbent cable service areas, more of our subscribers may select other providers’ offerings based on price, bandwidth speeds, capabilities or personal preference.
If competitive overbuilds increase in our incumbent cable or Glo Fiber service areas, more of our subscribers may select other providers’ offerings based on price, bandwidth speeds, capabilities or personal preference. Additionally, a recent trend towards convergence of wireless and fiber broadband service offerings has started consolidation in the FTTH segment.
Consumers are increasingly accessing video content from direct broadcast satellite providers and alternative sources, such as Internet-based “over the top” providers such as Netflix, YouTube TV, Hulu, Disney+, Amazon and related platforms.
If we are unable to complete these upgrades, we may lose customers to our competitors and our Incumbent Broadband revenues could be adversely affected in the future. Consumers are increasingly accessing video content from direct broadcast satellite providers and alternative sources, such as internet-based “over the top” providers such as Netflix, YouTube TV, Hulu, Disney+, Amazon and related platforms.
Additionally, at times we choose to leverage third-party suppliers to help us deliver services to customers because of efficiency reasons or because third-parties provide a service we cannot replicate easily.
Significant impact to supply chains could materially and adversely affect our business, including reduced revenues, loss of customers, significantly increased costs, and limitations on future growth. Additionally, at times we choose to leverage third-party suppliers to help us deliver services to customers because of efficiency reasons or because third-parties provide a service we cannot replicate easily.
Further, climate change regulations may require us to alter our proposed business plans or increase our operating costs due to increased regulation or environmental considerations, and could adversely affect our business and reputation. Risks Relating to the Horizon Transaction The Horizon Transaction may not achieve the intended benefits or may disrupt our current plans and operations.
Concern over climate change may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change. Further, climate change regulations may require us to alter our proposed business plans or increase our operating costs due to increased regulation or environmental considerations, and could adversely affect our business and reputation.
As of December 31, 2024, we had $418.0 million of total indebtedness. Our level of indebtedness could have important adverse consequences.
Our level of indebtedness could adversely affect our financial health and ability to compete. As of December 31, 2025, we had $642.4 million of total indebtedness. Our level of indebtedness could have important adverse consequences.
Further, competitors in our RLEC markets may receive support under the Connect America Fund, Rural Development Opportunity Fund, American Rescue Plant Act or Infrastructure Investment and Jobs Act to build broadband facilities to unserved homes that do not meet the minimum broadband speeds in some areas already served by our DSL networks.
Further, competitors in our RLEC markets may receive support under the Broadband Equity, Access, and Deployment (“BEAD”) Program to build broadband facilities to unserved homes that do not meet the minimum broadband speeds in some areas already served by our DSL networks. As a result, new competitors may overbuild these markets and our RLEC revenue decline may accelerate.
Failure to comply with financial and operating covenants or make scheduled payments under our Credit Agreement may restrict our ability to borrow and could accelerate repayment of outstanding debt. Under the Credit Agreement, we are required to comply with specified financial and operating covenants in addition to making scheduled payments.
Failure to comply with financial and operating covenants or make scheduled payments related to our Notes and the RCF may restrict our ability to borrow and could accelerate repayment of outstanding debt. Under the ABS Indenture, Shentel Issuer is required to report specified Debt Service Coverage Ratios (“DSCR”) for each monthly payment date.
As of December 31, 2024, the Company has been awarded grants totaling approximately $149.8 million. Most of the grants awarded under the above programs are funded through the American Rescue Plan Act.
Shentel has been awarded grants through various broadband infrastructure grant programs in Virginia, Maryland, West Virginia, Ohio and through the federal National Telecommunications and Information Administration (“NTIA”). As of December 31, 2025, the Company has been awarded grants totaling approximately $151.2 million. Most of the grants awarded under the above programs are funded through the American Rescue Plan Act.
Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed.
In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed. Franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate.
We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, industry standards and contractual obligations. Notification to customers could also result in reputational damage which could result in loss of customers or future customers due to a lack of confidence in our ability to secure their data.
We have incurred, and will 19 Table of Contents continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, industry standards and contractual obligations.
Congress and Federal regulators have adopted a wide range of measures directly or potentially affecting Internet use. The adoption of new Internet regulations or policies could adversely affect our business. The Net Neutrality rules have been a matter of debate and have been revoked and reinstated throughout the years since their inception.
Congress and Federal regulators have adopted a wide range of measures directly or potentially affecting internet use. The adoption of new internet regulations or policies could adversely affect our business. The FCC imposes obligations on telecommunications service providers, including broadband internet access service providers, and multichannel video program distributors, like our Company.
Further, if new competitors offer lower prices, we may need to offer more value to retain our customers driving lower revenue per subscriber. Additionally, our hybrid fiber coaxial cable network will require upgrades in the future in order to meet expected demand from customers and to maintain network parity with potential FTTH competitors.
Additionally, our HFC cable network will require upgrades in the future in order to meet expected demand from customers and to maintain network parity with potential FTTH competitors. These upgrades will require significant capital investment and management oversight.
We also could incur significant expense in repairing system damage and taking other remedial measures. Our earnings, margins and stock price may be adversely impacted by our current cost structure as a result of our relative size.
Disruptions, failures, defects, or other security vulnerabilities experienced by those third parties could cause adverse operational impacts, damage our reputation, adversely affect our financial impacts, or harm our business if significant in nature. Our earnings, margins and stock price may be adversely impacted by our current cost structure as a result of our relative size.
Risks Related to our Indebtedness We may not have sufficient capital to fund our expansion plans and may not be able to repay future indebtedness.
We cannot predict the nature and pace these requirements and other developments, or the impact they may have on our operations. Risks Related to our Indebtedness We may not be able to repay future indebtedness.
Additionally, a recent trend towards convergence of wireless and fiber broadband service offerings has started consolidation in the FTTH segment. If this trend continues, mergers, acquisitions and strategic alliances with large wireless carriers could also increase the level of competition we face.
If this trend continues, mergers, acquisitions and strategic alliances with large wireless carriers could also increase the level of competition we face. Further, if new competitors offer lower prices, we may need to offer more value to retain our customers, driving lower revenue per subscriber.
Additionally, the lack of certain equipment and/or supplies could limit our ability to service existing customers. Significant impact to supply chains could materially and adversely affect our business, including reduced revenues, loss of customers and limitations on future growth.
If supplies of these items became severely impacted, our plans to build out new networks could be adversely impacted. Additionally, the lack of certain equipment and/or supplies could limit our ability to service existing customers.
We work to ensure we have a forward-looking supply of these items and redundancy of supply types and suppliers. However, global impacts to supply chains across all suppliers and manufacturers could result in significant supply issues. If supplies to these items became severely impacted, our plans to build out new networks could be adversely impacted.
We work to ensure we have a forward-looking supply of these items and redundancy of supply types and suppliers.
The Company operates data services and cable television systems in largely rural areas of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana pursuant to local franchise agreements. These franchises are not exclusive, and other entities may secure franchise authorizations in the future, thereby increasing direct competition to the Company.
These franchises are not exclusive, and other entities may secure franchise authorizations in the future, thereby increasing direct competition to the Company. Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance.
Removed
These upgrades will require significant capital investment and management oversight over the next five years. If we are unable to complete these upgrades, we may lose customers to our competitors and our Incumbent Broadband revenues could be adversely affected in the future.
Added
We face additional risks associated with the wind down of the Glo Fiber construction phase. As we complete open projects and align staffing levels, contract resources, and inventory levels with our post-construction needs, we could incur unexpected expenses, experience employee turnover, or face outsourced construction labor shortages that could adversely affect earnings and the number of constructed passings.
Removed
As a result, new competitors may overbuild these markets and our RLEC revenue decline may accelerate. The Company’s commercial fiber business faces intense competition from several local and national providers.
Added
Additionally, lapses in U.S. federal government funding, such as the government shutdown experienced in the U.S. in October 2025, and other disruptions to government agency operations may have an adverse effect on our business and results of operations. Some of our competitors are larger than we are and possess greater resources than we do.
Removed
As a result, we expect our capital expenditures to exceed the cash flow provided from continuing operations through 2026. 15 Table of Conten t s Additionally, we must obtain pole attachment agreements, franchise agreements, construction permits and other regulatory approvals to commence operations in these communities.
Added
We have started leveraging AI in our operations and, as a result, introduce new risks associated with AI to our operations including AI vulnerabilities and dependence on AI models which could become faulty, biased or operationally unsound if not properly monitored and adjusted. If improperly used or implemented, issues with AI could negatively impact customer interactions or operational efficiency.
Removed
Furthermore, our business growth strategy requires us to leverage third party partners to assist with our planned construction and development of our FTTH networks in new markets. These third party contractors are currently in high demand.
Added
Significant loss of customers or revenue, or significant increase in costs of serving those customers, could adversely affect our growth, financial condition and results of operations. We also could incur significant expense in repairing system damage and taking other remedial measures. Like many organizations, we increasingly rely on third party software and infrastructure supports to deliver our services.
Removed
Delays in entering into pole attachment agreements, obtaining franchise agreements, obtaining construction permits, procuring needed contractors, materials or supplies at a reasonable cost, and conducting the construction itself could adversely impact our scheduled construction plans and, ultimately, our expansion strategy.
Added
However, global impacts to supply chains, including cost increases as a result of changes to federal tariffs or retaliatory tariffs by the U.S. or foreign governments, across some or all suppliers and manufacturers could result in significant supply issues and/or increased cost.
Removed
Our success largely depends on our ability to retain and recruit key personnel, and any failure to do so could adversely affect our ability to manage our business.
Added
Notification to customers could also result in reputational damage which could result in loss of customers or future customers due to a lack of confidence in our ability to secure their data. Climate change could disrupt our operations and our distribution networks, cause us to incur increased costs related to such events, or otherwise negatively affect our business.
Removed
Concern over climate change or other environmental, social and governance (ESG) matters may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change.
Added
Although unsuccessful, recent lawsuits against the USF have raised questions in Congress regarding future funding for the USF.
Removed
If we are not able to finalize integration of Horizon’s business and assets in an efficient and effective manner, the anticipated benefits and cost savings may not be realized fully or may take longer to realize than expected, and the financial results of our operations and the value of our common stock may be adversely affected.
Added
As of December 31, 2025, Shentel Issuer had $567.4 million of outstanding Notes consisting of $489.1 million 5.64% Series 2025-1, Class A-2 term notes, $78.3 million 6.03% Series 2025-1, Class B term notes, each with an anticipated repayment date in December 2030 (collectively, the “Notes”).
Removed
For example, we may experience unforeseen operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development of our existing operations, attrition of key personnel from Horizon, and other unexpected costs or charges.
Added
If Shentel Issuer is unable to refinance the Notes maturities on terms acceptable to us or if we are not able to generate sufficient cash flows from ABS Entities operations to repay our outstanding indebtedness when such indebtedness becomes due, the ABS Indenture requires mandatory prepayment of principal of the Notes on each payment date on a pro-rata basis based on the alphanumerical designation of each class of Notes and additional interest will be charged until the Notes are refinanced or fully redeemed.
Removed
The integration of the business and assets of Horizon has required and will continue to require significant time and focus from our management, and may divert attention from our day-to-day operations and our other businesses.
Added
As of December 31, 2025, we had $75.0 million borrowed against a $175.0 million RCF due December 2030.
Removed
The financial performance of Horizon may be less than historical results, adversely affecting the future financial condition, results of operations and cash flows of the combined company. The growth of Horizon’s commercial fiber business is dependent on its ability to install service for the contracted customer sales backlog.
Added
If Shentel Broadband is unable to refinance our RCF maturities on terms acceptable to us or if we are not able to generate sufficient cash flows from Shentel Broadband operations, excluding the ABS Entities, to repay our outstanding indebtedness when such indebtedness becomes due, this could cause an event of default of the RCF and, if not cured or waived, allow lenders to exercise remedies in the RCF credit agreement, including the liquidation of assets, excluding the ABS Entities, to repay RCF indebtedness.
Removed
Delays in securing pole attachment agreements, permits or completing fiber construction could slow the installation of service and revenue growth. Financial results could be less than historical performance and adversely affect the combined company financial condition, results of operations and cash flows after closing.

… 11 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+0 added−0 removed14 unchanged
Biggest changeFor more information on our cybersecurity related risks, see Item 1A. Risk Factors of this Form 10-K. Governance Our Board of Directors has risk oversight responsibility for the Company and administers this responsibility both directly and with assistance from its committees. If applicable, these committees periodically report to the Board of Directors on their risk oversight activities.
Biggest changeFor more information on our cybersecurity related risks, see Item 1A. Risk Factors of this Form 10-K. 24 Table of Contents Governance Our Board of Directors has risk oversight responsibility for the Company and administers this responsibility both directly and with assistance from its committees.
Vice President of Engineering and Operations, the VP of Legal/General Counsel and the CEO. Information security risks are reviewed with the Security Steering Committee periodically or as needed. The CIO, in connection with the General Counsel and CEO, updates the Audit Committee periodically on cybersecurity and other information technology risks and opportunities.
Vice President of Engineering and Operations, the VP of Legal/General Counsel and the CEO. Information security risks are reviewed with the Security Steering Committee periodically or as needed. The CIO, in connection with the General Counsel and CEO, updates the Audit Committee regularly on cybersecurity and other information technology risks and opportunities.
Should a security breach or incident occur, the Chief Information Officer (the “CIO”) in collaboration with the Company’s General Counsel, Chief Accounting Officer (the “CAO”) and Chief Operating Officer (the “COO”) will evaluate the materiality of any specific incident. The Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) will ultimately decide if an incident is material.
Should a security breach or incident occur, the Chief Information Officer (the “CIO”) in collaboration with the Company’s General Counsel and Chief Accounting Officer (the “CAO”) will evaluate the materiality of any specific incident. The Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) will ultimately decide if an incident is material.
Additionally, the Audit Committee, with guidance from the CIO, General Counsel and CEO, provides updates to the Board of Directors on the Information Security Program at least annually.
Additionally, the CIO with guidance from General Counsel and CEO, provides updates to the Board of Directors on the Information Security Program at least annually.
In the case of an information security incident or breach, the Director of Information Security and CIO will follow the Company’s Incident Response Plan and follow communication protocols within the plan, which, depending on the severity of the incident, include escalation timelines and responsibilities that involve updating the Audit Committee and the Board of Directors, as applicable. 25 Table of Conten t s
In the case of an information security incident or breach, the Director of Information Security and CIO will follow the Company’s Incident Response Plan and follow communication protocols within the plan, which, depending on the severity of the incident, include escalation timelines and responsibilities that involve updating the Audit Committee and the Board of Directors, as applicable. 25 Table of Contents
In addition, we have established a Security Steering Committee that provides guidance and direction to the CIO regarding the Information Security Program, including approval of the Program mission and its objectives. The Security Steering Committee meets at least quarterly and its membership includes, at a minimum, the Director of Information Security, the CIO, the COO, the CFO, the Sr.
In addition, we have established a Security Steering Committee that provides guidance and direction to the CIO regarding the Information Security Program, including approval of the Program mission and its objectives. The Security Steering Committee meets regularly and its membership includes, at a minimum, the Director of Information Security, the CIO, the CFO, the Sr.
Considerations of materiality will include a variety of factors, including, for 24 Table of Conten t s example, the extent of expected financial cost, customers impacted, operational impacts, and/or data exposed or lost as a result of the incident.
Considerations of materiality will include a variety of factors, including, for example, the extent of expected financial cost, customers impacted, operational impacts, and/or data exposed or lost as a result of the incident.
The Director of Information Security has over 19 years of experience in the information technology and information security fields and the CIO has over 29 years of experience in the information technology and information security fields.
The Director of Information Security has over 20 years of experience in the information technology and information security fields and the CIO has over 30 years of experience in the information technology and information security fields.
Cybersecurity is a critical component of our enterprise risk management program and our Board of Directors is involved in reviewing our information security and technology risks and opportunities (including cybersecurity) and discusses these topics on a regular basis.
If applicable, these committees periodically report to the Board of Directors on their risk oversight activities. Cybersecurity is a critical component of our enterprise risk management program and our Board of Directors is involved in reviewing our information security and technology risks and opportunities (including cybersecurity) and discusses these topics on a regular basis.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeRegardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings. 26 Table of Conten t s PART II
Biggest changeRegardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings. 26 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+4 added−2 removed1 unchanged
Biggest changeThe graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, 2019 to December 31, 2024. 27 Table of Conten t s 2019 2020 2021 2022 2023 2024 Shenandoah Telecommunications Company $ 100 $ 105 $ 101 $ 63 $ 86 $ 51 NDAQ US $ 100 $ 121 $ 153 $ 123 $ 155 $ 193 NDAQ Telecom Stocks $ 100 $ 110 $ 116 $ 90 $ 101 $ 123 Holders As of February 13, 2025, there were 3,902 holders of record of the Company’s common stock.
Biggest changeThe graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, 2020 to December 31, 2025. 27 Table of Contents 2020 2021 2022 2023 2024 2025 Shenandoah Telecommunications Company $ 100 $ 97 $ 60 $ 83 $ 49 $ 45 NDAQ US $ 100 $ 126 $ 101 $ 128 $ 159 $ 187 NDAQ Telecom Stocks $ 100 $ 105 $ 82 $ 92 $ 112 $ 131 Holders As of February 23, 2026, there were 3,926 holders of record of the Company’s common stock.
The table below sets forth the cash dividends per share of our common stock that our board of directors declared during the following years: Years Ended December 31, 2020 2021 2022 2023 2024 Cash Dividend $ 0.34 $ 18.82 $ 0.08 $ 0.09 $ 0.10 Cash dividends in 2021 include a special dividend of $18.75 per share declared in the third quarter of 2021 following the sale of our Wireless operations and assets.
The table below sets forth the cash dividends per share of our common stock that our board of directors declared during the following years: Years Ended December 31, 2021 2022 2023 2024 2025 Cash Dividend $ 18.82 $ 0.08 $ 0.09 $ 0.10 $ 0.11 Cash dividends in 2021 include a special dividend of $18.75 per share declared in the third quarter of 2021 following the sale of our Wireless operations and assets.
In conjunction with the vesting of shares or exercise of stock options, the grantees may surrender awards necessary to cover the statutory tax withholding requirements and any amounts required to cover stock option strike prices associated with the transaction. Purchases of Equity Securities by the Issuer or Affiliated Purchasers None. 28 Table of Conten t s
In conjunction with the vesting of shares or exercise of stock options, the grantees may surrender awards necessary to cover the statutory tax withholding requirements and any amounts required to cover stock option strike prices associated with the transaction. Purchases of Equity Securities by the Issuer or Affiliated Purchasers None. 28 Table of Contents
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s stock is traded on the Nasdaq Global Select Market under the symbol “SHEN.” The following table indicates the closing high and low sales prices per share of common stock as reported by the Nasdaq Global Select Market for each quarter during the last two years: 2024 High Low Fourth Quarter $ 16.28 $ 12.01 Third Quarter 21.89 13.51 Second Quarter 19.32 11.87 First Quarter 22.27 16.95 2023 High Low Fourth Quarter $ 25.51 $ 20.02 Third Quarter 23.31 18.02 Second Quarter 21.00 18.20 First Quarter 21.07 15.62 Stock Performance Graph The following graph and table show the cumulative total shareholder return on the Company’s common stock compared to the Nasdaq US Index and the Nasdaq Telecommunications Index for the period between December 31, 2019 and December 31, 2024.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s stock is traded on the Nasdaq Global Select Market under the symbol “SHEN.” The following table indicates the closing high and low sales prices per share of common stock as reported by the Nasdaq Global Select Market for each quarter during the last two years: 2025 High Low Fourth Quarter $ 13.90 $ 9.67 Third Quarter 15.84 11.71 Second Quarter 14.46 10.07 First Quarter 13.61 9.77 2024 High Low Fourth Quarter $ 16.28 $ 12.01 Third Quarter 21.89 13.51 Second Quarter 19.32 11.87 First Quarter 22.27 16.95 Stock Performance Graph The following graph and table show the cumulative total shareholder return on the Company’s common stock compared to the Nasdaq US Index and the Nasdaq Telecommunications Index for the period between December 31, 2020 and December 31, 2025.
Removed
Dividend Policy Under the Company’s credit agreement, the Company is restricted in its ability to pay dividends in the future.
Added
Dividend Policy Under the RCF, Shentel Broadband is subject to restrictions on its ability to pay dividends or make other distributions to Shentel Broadband Holding Inc. (“Shentel Holdings”), parent of Shentel Broadband and wholly subsidiary of Shentel.
Removed
So long as no Default or Event of Default, as defined in the credit agreement, the Company may make, declare and pay lawful cash dividends or distributions to its shareholders or redeem capital stock in an aggregate amount not to exceed, when the Company’s Total Net Leverage Ratio (as defined in the credit agreement) is greater than 4.00:1.00 on a pro forma basis, an amount equal to the greater of 6.0% of the net cash proceeds from any public equity issuance of the Company’s equity interests or 4.0% of the estimated fair market value of the Company’s equity interests or when the Company’s Total Net Leverage (as defined in the credit agreement) is less than or equal to 4.00:1.00 on a pro forma basis, an unlimited amount; provided, however, that the amount of any dividend or distribution that is not paid in cash but is reinvested in equity interests of the Company shall be excluded from this calculation and redemptions of equity interests of the Company surrendered by employees and directors to cover withholding taxes shall be excluded from this calculation.
Added
So long as no default exists, the Shentel Broadband may declare and pay lawful cash dividends or make distributions to Shentel Holdings within the limits set forth in the RCF credit agreement.
Added
Specifically, the financing arrangements permit: (i) annual cash dividends on Shentel’s common stock up to $7.5 million; (ii) additional distributions when the Borrower’s Total Net Leverage Ratio (as defined in the RCF credit agreement) is less than 2.50:1.00 on a pro forma basis; (iii) additional distributions to Shentel Holdings or Shentel with the proceeds received from the ABS Entities and (iv) certain non-cash distributions and employee-related redemptions.
Added
Dividends beyond these limits are prohibited unless the leverage ratio condition is satisfied.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

43 edited+47 added−58 removed10 unchanged
Biggest changeConsequently, segment reporting previously disclosed prior to the sale of the Tower Portfolio is no longer applicable. 32 Table of Conten t s Results of Operations Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023 The Company’s consolidated results from operations are summarized as follows: Year Ended December 31, Change ($ in thousands) 2024 % of Revenue 2023 % of Revenue $ % External revenue Residential & SMB - Incumbent Broadband Markets $ 177,485 54.1 % $ 176,879 65.7 % 606 0.3 % Residential & SMB - Glo Fiber Expansion Markets 57,907 17.7 % 35,103 13.0 % 22,804 65.0 % Commercial Fiber 67,011 20.4 % 42,132 15.7 % 24,879 59.1 % RLEC & Other 25,655 7.8 % 15,017 5.6 % 10,638 70.8 % Total revenue 328,058 100.0 % 269,131 100.0 % 58,927 21.9 % Operating expenses Cost of services, exclusive of depreciation and amortization 128,112 39.1 % 100,850 37.5 % 27,262 27.0 % Selling, general and administrative 115,193 35.1 % 99,304 36.9 % 15,889 16.0 % Restructuring, integration and acquisition 14,509 4.4 % 2,915 1.1 % 11,594 NMF Impairment expense 382 0.1 % 2,552 0.9 % (2,170) (85.0) % Depreciation and amortization 98,453 30.0 % 63,368 23.5 % 35,085 55.4 % Total operating expenses 356,649 108.7 % 268,989 99.9 % 87,660 32.6 % Operating (loss) income (28,591) (8.7) % 142 0.1 % (28,733) NMF Other (expense) income: Interest expense (15,897) (4.8) % (4,212) (1.6) % (11,685) 277.4 % Other income, net 6,461 2.0 % 5,587 2.1 % 874 15.6 % (Loss) income from continuing operations before income taxes (38,027) (11.6) % 1,517 0.6 % (39,544) NMF Income tax (benefit) expense (9,670) (2.9) % 501 0.2 % (10,171) NMF (Loss) income from continuing operations (28,357) (8.6) % 1,016 0.4 % (29,373) NMF Income from discontinued operations, net of tax 222,174 67.7 % 7,022 2.6 % 215,152 NMF Net income 193,817 59.1 % 8,038 3.0 % 185,779 NMF Dividends on redeemable noncontrolling interest 3,429 1.0 % — — % 3,429 — % Net income attributable to common shareholders $ 190,388 58.0 % $ 8,038 3.0 % 182,350 NMF Residential & SMB - Incumbent Broadband Markets revenue Revenue from residential and small and medium business (“SMB”) customers in Incumbent Broadband Markets are primarily earned through the Company’s provision of data, video and voice services over primarily hybrid fiber coaxial (“HFC”) cable and to a lesser extent fiber to the home (“FTTH”) networks in incumbent markets.
Biggest changeIncome tax benefit The Company recognized $8.9 million of income tax benefit for 2025, compared with $9.7 million for 2024 due to higher excess tax benefits derived from vesting of restricted stock in 2025 compared to 2024. 34 Table of Contents Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023 The Company’s consolidated results from operations are summarized as follows: Year Ended December 31, Change ($ in thousands) 2024 % of Revenue 2023 % of Revenue $ % External revenue Residential & SMB - Incumbent Broadband Markets $ 174,795 53.3 % $ 174,710 64.9 % 85 — % Residential & SMB - Glo Fiber Expansion Markets 57,872 17.6 % 35,103 13.0 % 22,769 64.9 % Commercial Fiber 70,057 21.4 % 44,301 16.5 % 25,756 58.1 % RLEC & Other 25,334 7.7 % 15,017 5.6 % 10,317 68.7 % Total revenue 328,058 100.0 % 269,131 100.0 % 58,927 21.9 % Operating expenses Cost of services, exclusive of depreciation and amortization 128,112 39.1 % 100,850 37.5 % 27,262 27.0 % Selling, general and administrative 115,193 35.1 % 99,304 36.9 % 15,889 16.0 % Restructuring, integration and acquisition 14,509 4.4 % 2,915 1.1 % 11,594 397.7 % Depreciation and amortization 98,835 30.1 % 65,920 24.5 % 32,915 49.9 % Total operating expenses 356,649 108.7 % 268,989 99.9 % 87,660 32.6 % Operating (loss) income (28,591) (8.7) % 142 0.1 % (28,733) NMF Other income (expense): Interest expense (15,897) (4.8) % (4,212) (1.6) % (11,685) 277.4 % Other income, net 6,461 2.0 % 5,587 2.1 % 874 15.6 % (Loss) income from continuing operations before income taxes (38,027) (11.6) % 1,517 0.6 % (39,544) NMF Income tax (benefit) expense (9,670) (2.9) % 501 0.2 % (10,171) NMF (Loss) income from continuing operations (28,357) (8.6) % 1,016 0.4 % (29,373) NMF Income from discontinued operations, net of tax 222,174 67.7 % 7,022 2.6 % 215,152 NMF Net income $ 193,817 59.1 % $ 8,038 3.0 % 185,779 NMF Net income attributable to redeemable noncontrolling interest 3,429 1.0 % — — % 3,429 NMF Net income attributable to common shareholders $ 190,388 58.0 % $ 8,038 3.0 % 182,350 NMF Shentel updated the presentation of certain Residential & SMB - Incumbent Broadband Market, Residential & SMB - Glo Fiber, Commercial Fiber and RLEC & Other revenues for the prior year to conform with changes in how management currently views these lines of business.
Overview Shenandoah Telecommunications Company (“Shentel”, “we”, “our”, “us”, or the “Company”), provides broadband services through its high speed, state-of-the-art fiber-optic and cable networks to customers in eight contiguous states in the eastern United States. The Company’s services include: broadband internet, video and voice; high-speed Ethernet, dark fiber leasing; and managed network services.
Overview Shenandoah Telecommunications Company (“Shentel”, “we”, “our”, “us”, or the “Company”), provides broadband services through its high speed, state-of-the-art fiber-optic and cable networks to customers in eight contiguous states in the eastern United States. The Company’s services include: broadband internet, video and voice; high-speed Ethernet, dedicated internet access and dark fiber leasing; and managed network services.
Events and circumstances considered include the impact of macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows, and market capitalization trends. We evaluated goodwill for impairment on October 1, 2024 on the basis of the quantitative factors described above.
Events and circumstances considered include the impact of macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows, and market capitalization trends. We evaluated goodwill for impairment on October 1, 2025 on the basis of the quantitative factors described above.
Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions including rising inflation, regulatory requirements, changes in technologies, changes in competition, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions.
Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions including rising inflation, regulatory requirements, changes in technologies, changes in competition, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and other adverse public health developments, such as COVID-19, and other conditions.
Based on this assessment, we concluded that the fair value of our reporting unit was higher than its carrying value. Cable franchise rights Cable franchise rights represent the value attributable to agreements with local franchising authorities, which allows access to homes and businesses via public rights of way. Shentel’s cable franchise rights were primarily acquired through business combinations.
Based on this assessment, we concluded that the fair value of our reporting unit was higher than its carrying value. Cable franchise rights Cable franchise rights represent the value attributable to agreements with local franchising authorities, which allows access to homes and businesses via public rights of way.
RLEC & Other revenue Shentel’s RLEC & Other revenue is primarily earned through the Company’s provision of voice and DSL telephone services over copper networks primarily in Shenandoah County, Virginia and Ross County, Ohio. Shentel also earns governmental support revenue through the federal USF.
RLEC & Other revenue Shentel’s RLEC & Other revenue is primarily earned through the Company’s provision of voice and DSL telephone services over copper networks, primarily in Shenandoah County, Virginia and Ross County, Ohio. Shentel also earns governmental support revenue through the federal USF. RLEC & Other revenue increased $1.0 million, or 3.9%.
We have been awarded approximately $149.8 million in grants to serve approximately 27,200 unserved homes in the states of Virginia, Maryland, West Virginia and Ohio and to upgrade the capacity of the Ohio middle mile network. The grants will be paid to the Company as certain milestones are completed.
We have been awarded approximately $151.2 million in grants to serve approximately 26,900 unserved homes in the states of Virginia, Ohio, Maryland and West Virginia and to upgrade the capacity of the Ohio middle mile network. The grants will be paid to the Company as certain milestones are completed.
Recently Issued Accounting Standards Recently issued accounting standards and their expected impact, if any, are discussed in Note 2, Summary of Significant Accounting Policies in our consolidated financial statements. 41 Table of Conten t s
Recently Issued Accounting Standards Recently issued accounting standards and their expected impact, if any, are discussed in Note 2, Summary of Significant Accounting Policies in our consolidated financial statements. 42 Table of Contents
Passings is an estimate based upon the best available information. Passings will vary among video, broadband data and voice services. (2) Penetration is calculated by dividing the number of RGUs by the number of passings or available homes, as appropriate.
Passings is an estimate based upon the best available information. Passings will vary among video, broadband data and voice services. (2) Penetration is calculated by dividing the number of RGUs by the number of passings or available homes, as appropriate. (3) Average Revenue Per RGU calculation = (Residential & SMB Revenue) / average RGUs / 12 months.
Shentel’s Broadband business also provides voice and DSL telephone services as a 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 16,830 route miles of fiber.
Shentel’s Broadband business also provides voice and DSL telephone services as a 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 19,067 route miles of fiber. The following table indicates selected operating statistics.
During the year ended December 31, 2024, our capital expenditures of $319.1 million exceeded our net cash provided by operating activities from continuing operations by $249.7 million, and we expect our capital expenditures to exceed the net cash flows provided by continuing operations through 2026, as we expand our Glo Fiber broadband network.
During the year ended December 31, 2025, our capital expenditures of $358.9 million, net of government grants of $62.5 million, exceeded our net cash provided by operating activities from continuing operations by $193.1 million, and we expect our capital expenditures, net of government grants received, to exceed the net cash flows provided by continuing operations through 2026, as we expand our Glo Fiber broadband network.
Commercial Fiber revenue Shentel’s Commercial Fiber revenue is primarily earned through the Company’s provision of high-speed Ethernet, wavelength, dark fiber leasing and managed services over fiber optic networks to commercial customers.
Commercial Fiber revenue Shentel’s Commercial Fiber revenue is primarily earned through the Company’s provision of high-speed Ethernet, dedicated internet access, wavelength services, dark fiber leasing and managed services over fiber optic networks to commercial customers. Commercial Fiber revenue increased $9.3 million, or 13.2%.
Costs incurred in negotiating and renewing cable franchise rights are expensed as incurred. 40 Table of Conten t s Shentel tests its cable franchise rights for impairment at least annually, or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. The impairment test is performed by analyzing quantitative or qualitative factors, or both.
Shentel tests its cable franchise rights for impairment at least annually, or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. The impairment test is performed by analyzing quantitative or qualitative factors, or both.
As of December 31, 2024, the Company was in compliance with the financial covenants in our Credit Agreement. 39 Table of Conten t s We expect our cash on hand, cash flows from continuing operations, and availability of funds from our Credit Agreement as well as government grants will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months.
As of December 31, 2025, the Company was in compliance with the financial covenants related to our outstanding debt. 38 Table of Contents We expect our cash on hand, restricted cash, cash flows from continuing operations, availability of funds from our RCF and VFN agreements and government grants will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months.
The increase in legacy Shentel markets revenue was primarily due to 50.9% year-over-year growth in data RGUs associated with the Company’s investment in expanded geographies for Glo Fiber and a 7.3% increase in data average revenue per unit (“ARPU”).
Shentel realized a $21.4 million increase in legacy Shentel markets and recognized $1.4 million of revenues earned in the newly acquired Horizon markets. The increase in legacy Shentel markets revenue was primarily due to 50.9% year-over-year growth in data RGUs associated with the Company’s investment in expanded geographies for Glo Fiber and a 7.3% increase in data ARPU.
The $3.9 million increase in income tax expense was driven by higher pre-tax income in 2023. 37 Table of Conten t s Additional Information Shentel provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial cable networks.
The income tax benefit was driven by higher pre-tax loss from continuing operations during 2024. 36 Table of Contents Additional Information Shentel provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and HFC cable networks.
Depreciation and amortization Depreciation and amortization increased by $35.1 million, or 55.4%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to $25.5 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction and an increase of $9.6 million of depreciation related to legacy Shentel’s expansion of its Glo Fiber network.
Depreciation and amortization Depreciation and amortization increased by $32.9 million, or 49.9%. Shentel incurred $25.5 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction. The remaining increase of $9.6 million was primarily due to legacy Shentel’s expansion of its Glo Fiber network.
Net cash provided by financing activities from continuing operations was approximately $183.9 million in 2024, representing a decrease of $34.3 million compared with 2023, primarily driven by an decrease of $100.0 million in borrowings under the Term Loans, $7.0 million in cash outflows for principal payments on outstanding debt, $4.3 million in higher cash outflows for debt amendment costs and $1.3 million in higher cash outflows for dividends, partially offset by the issuance of $79.4 million in Shentel’s Series A Preferred Stock, net of issuance costs.
Net cash provided by financing activities from continuing operations was approximately $195.6 million in 2025, representing an increase of $11.7 million compared with 2024, primarily driven by an increase of $691.7 million in borrowings under various debt facilities, partially offset by an increase of $585.9 million in principal payments on long-term debt, a decrease of $79.4 million in cash inflows from issuance of redeemable noncontrolling interests and an increase of $14.1 million in payments for debt issuance and amendment costs.
Cost of services Cost of services primarily consist of costs to acquire and deliver video programming, internal labor to maintain our network and service our customers, maintenance and third party network line expenses.
Cost of services Cost of services primarily consist of costs to acquire and deliver video programming, internal labor to maintain our network and service our customers, third party network maintenance, and line expenses. Cost of services increased $2.0 million, or 1.6%. Shentel incurred $7.6 million of costs incurred in the acquired Horizon markets in the first quarter of 2025.
Valuation and Impairment Testing of Goodwill and Cable Franchise Rights Goodwill Goodwill results from business combinations and represents the excess amount of the consideration paid over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. As discussed in Note 2, Summary of Significant Accounting Policies , Shentel has only one reporting unit.
We refer to accounting estimates of this type as critical accounting estimates, which we discuss further below. Valuation and Impairment Testing of Goodwill and Cable Franchise Rights Goodwill Goodwill results from business combinations and represents the excess amount of the consideration paid over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired.
Selling, general and administrative expense increased by $15.9 million, or 16.0%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to $11.7 million of selling, general and administrative costs incurred in the newly acquired Horizon markets and $4.2 million in higher expenses in th e legacy Shentel markets due to higher advertising costs and sales headcount associated with the Company’s expansion of Shentel’s Glo Fiber network.
The remaining increase of $2.0 million was primarily due to network maintenance costs for Glo Fiber market expansion. Selling, general and administrative Selling, general and administrative expense increased by $15.9 million, or 16.0%. Shentel incurred $11.7 million of selling, general and administrative costs incurred in the newly acquired Horizon markets.
The following table indicates selected operating statistics : December 31, 2024 December 31, 2023 December 31, 2022 Homes and businesses passed (1) Incumbent Broadband Markets (4) 239,041 215,763 212,050 Glo Fiber Expansion Markets (5) 346,299 233,872 147,479 Total homes and businesses passed 585,340 449,635 359,529 Residential & SMB Revenue Generating Units ("RGUs"): Incumbent Broadband Markets (4) 111,325 109,679 109,644 Glo Fiber Expansion Markets (5) 65,140 41,710 24,286 Broadband Data 176,465 151,389 133,930 Video 40,023 43,152 46,975 Voice 44,831 40,757 39,951 Total Residential & SMB RGUs (excludes RLEC) 261,319 235,298 220,856 Residential & SMB Penetration (2) Incumbent Broadband Markets (4) 46.6 % 50.8 % 51.7 % Glo Fiber Expansion Markets (5) 18.8 % 17.8 % 16.5 % Broadband Data 30.1 % 33.7 % 37.3 % Video 6.8 % 9.6 % 13.1 % Voice 8.0 % 9.5 % 11.7 % Residential & SMB Average Revenue per User ("ARPU") (6) Incumbent Broadband Markets (4) $ 84.81 $ 82.75 $ 81.31 Glo Fiber Expansion Markets (5) $ 81.30 $ 76.45 $ 73.48 Broadband Data $ 83.67 $ 81.27 $ 80.14 Video $ 116.55 $ 105.71 $ 102.80 Voice $ 24.51 $ 25.19 $ 26.23 Fiber route miles 16,830 9,875 8,346 Total fiber miles (3) 1,858,081 861,980 656,033 _______________________________________________________ (1) Homes and businesses are considered passed (“passings”) if we can connect them to our network without further extending the distribution system.
December 31, 2025 December 31, 2024 December 31, 2023 Homes and businesses passed (1) Incumbent Broadband Markets 252,224 239,041 215,763 Glo Fiber Expansion Markets 426,820 346,299 233,872 Total homes and businesses passed 679,044 585,340 449,635 Residential & SMB RGUs: Incumbent Broadband Markets 111,962 111,325 109,679 Glo Fiber Expansion Markets 87,985 65,140 41,710 Broadband Data 199,947 176,465 151,389 Video 35,818 40,023 43,152 Voice 26,693 25,528 24,097 Total Residential & SMB RGUs (excludes RLEC) 262,458 242,016 218,638 Residential & SMB Penetration (2) Incumbent Broadband Markets 44.4 % 46.6 % 50.8 % Glo Fiber Expansion Markets 20.6 % 18.8 % 17.8 % Broadband Data 29.4 % 30.1 % 33.7 % Video 5.3 % 6.8 % 9.6 % Voice 4.2 % 4.5 % 5.6 % Residential & SMB ARPU (3) Incumbent Broadband Markets $ 82.67 $ 83.68 $ 81.85 Glo Fiber Expansion Markets $ 77.05 $ 76.63 $ 72.36 Broadband Data $ 80.39 $ 81.40 $ 79.64 Video $ 125.21 $ 116.37 $ 105.61 Voice $ 32.80 $ 34.25 $ 35.17 Fiber route miles 19,067 16,830 9,875 Total fiber miles (4) 1,996,620 1,858,081 861,980 _______________________________________________________ (1) Homes and businesses are considered passed (“passings”) if we can connect them to our network without further extending the distribution system.
Commercial Fiber revenue increased by $24.9 million, or 59.1%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 due to $30.7 million of revenues earned in the newly acquired Horizon markets, and partially offset by a $5.8 million decline in legacy Shentel markets as a result of the previously disclosed T-Mobile backhaul revenue churn associated with the decommissioning of the former Sprint network.
Commercial Fiber revenue 35 Table of Contents Commercial Fiber revenue increased by $25.8 million, or 58.1%. Shentel recognized $31.3 million of revenues earned in the newly acquired Horizon markets. The remaining decrease of $5.6 million was primarily due to the previously disclosed T-Mobile backhaul revenue churn associated with the decommissioning of the former Sprint network.
Income tax (benefit) expense The Company recognized $9.7 million of income tax benefit for 2024, compared with $0.5 million of income tax expense for 2023.
Other income, net Other income, net increased by $0.9 million, or 15.6%, primarily due to other income incurred in the newly acquired Horizon markets. Income tax (benefit) expense The Company recognized $9.7 million of income tax benefit for 2024, compared with $0.5 million of income tax expense for 2023.
As of December 31, 2024, the Company had $110.6 million in grants available. The Company expects to fulfill the majority of its obligations under these programs by 2026.
As of December 31, 2025, the Company had received a total of $101.6 million in cash receipts and had $49.6 million in grants available. The Company has constructed broadband service to approximately 20,000 previously unserved homes and expects to fulfill the majority of its obligations under these programs by 2026.
Net cash provided by operating activities from continuing operations was approximately $69.4 million in 2024, representing a decrease of $35.0 million compared with 2023, primarily driven by $24.4 million lower current tax refunds received during 2024 and changes in working capital.
Net cash provided by operating activities from continuing operations was approximately $103.3 million in 2025, representing an increase of $33.9 million compared with 2024, primarily driven by increases in revenue and changes in working capital.
Restructuring, integration and acquisition Integration and acquisition expense increased by $11.6 million in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to non-recurring Horizon acquisition-related costs related to banking, legal, insurance and software expenses.
The remaining increase of $4.2 million was primarily due to higher advertising costs and sales headcount associated with the Company’s expansion of Shentel’s Glo Fiber network. Restructuring, integration and acquisition Integration and acquisition expense increased by $11.6 million primarily due to non-recurring Horizon acquisition-related costs related to banking, legal, insurance and software expenses.
RLEC & Other revenue increased by $10.6 million, or 70.8%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 due to $10.1 million of revenues earned in the newly acquired Horizon markets and an increase in governmental support revenue.
RLEC & Other revenue RLEC & Other revenue increased by $10.3 million, or 68.7%, primarily due to $9.9 million of revenues earned in the newly acquired Horizon markets and an increase in governmental support revenue. Cost of services Cost of services increased by $27.3 million, or 27.0%. Shentel incurred $25.3 million of costs incurred in the newly acquired Horizon markets.
We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting estimates, which we discuss further below.
To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
Residential & SMB - Incumbent Broadband Markets revenue increased by $0.6 million, or 0.3%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to $5.6 million of revenues earned in the newly acquired Horizon markets.
Residential & SMB - Incumbent Broadband Markets revenue Residential & SMB - Incumbent Broadband Markets revenue decreased by $0.1 million. Shentel recognized $5.2 million of revenues earned in the newly acquired Horizon markets.
When performing a quantitative evaluation, we estimate the fair values of our cable franchise rights primarily based on an income approach that involves significant judgment, including the estimate of revenue growth, the amount and timing of capital expenditures, EBITDA margins, terminal growth rates and the discount rate utilized.
The greenfield model involves significant judgment, including the estimate of revenue growth, the amount and timing of capital expenditures, EBITDA margins, terminal growth rates and the discount rate utilized. When performing a qualitative assessment, we assess whether events and circumstances indicate that it is more likely than not (that is, a likelihood of more than 50%) that an impairment exists.
(3) Total fiber miles are measured by taking the number of fiber strands in a cable and multiplying that number by the route distance. For example, a 10 mile route with 144 fiber strands would equal 1,440 fiber miles. (4) I ncumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.
(4) Total fiber miles are measured by taking the number of fiber strands in a cable and multiplying that number by the route distance.
The impairment test is performed at the reporting unit level by analyzing quantitative or qualitative factors, or both.
Shentel tests goodwill for impairment at least annually or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. The impairment test is performed at the reporting unit level by analyzing quantitative or qualitative factors, or both.
When performing a qualitative assessment, we assess whether events and circumstances indicate that it is more likely than not (that is, a likelihood of more than 50%) that an impairment exists. Events and circumstances considered include the impact of macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows, and market capitalization trends.
Events and circumstances considered include the impact of macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows, and market capitalization trends. Shentel evaluated cable franchise rights and spectrum licenses for impairment on October 1, 2025 using a quantitative assessment.
Interest expense Interest expense increased by $11.7 million, or 277.4%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to a higher outstanding debt balance during 2024 as compared to 2023. 34 Table of Conten t s Other income, net Other income, net increased by $0.9 million, or 15.6%, in the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to other income incurred in the newly acquired Horizon markets.
Shentel also recognized $2.2 million less in impairment charges in 2024 compared to 2023. Interest expense Interest expense increased by $11.7 million, or 277.4%, primarily due to a higher outstanding debt balance during 2024 as compared to 2023.
Cable franchise rights have an indefinite life; therefore, no amortization is recorded for these assets.
Shentel’s cable franchise rights were primarily acquired through business 41 Table of Contents combinations. Cable franchise rights have an indefinite life; therefore, no amortization is recorded for these assets. Costs incurred in negotiating and renewing cable franchise rights are expensed as incurred.
Term Loan A-1 matures on July 1, 2026 and both Term Loan A-2 and Term Loan A-3 mature on July 1, 2028. Refer to Note 10, Debt in the Company’s 2024 Consolidated Financial Statements for information about the Company's Credit Agreement.
Refer to Note 10, Debt in the Company’s 2025 Consolidated Financial Statements for information about the Company's outstanding debt.
The weighted-average interest rate was 6.42% for the Term Loans at December 31, 2024. Shentel’s Term Loans, which consist of Term Loan A-1, Term Loan A-2 and Term Loan A-3, have outstanding balances of $144.5 million, $148.5 million and $125.0 million, respectively. The Term Loans require quarterly payments based on a percentage of the outstanding balance.
The borrowed RCF bears interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage. The weighted-average interest rate was 5.75% for the ABS Notes and RCF at December 31, 2025. Shentel’s ABS Notes, which include Class A-2 Notes and Class B Notes, have outstanding balances of $489.1 million and $78.3 million, respectively.
Net cash used in investing activities from continuing operations was approximately $645.2 million in 2024, representing an increase of $410.0 million compared with 2023, primarily driven by the payment of $347.4 million to acquire Horizon and to cover transaction costs related to the acquisition, a $64.0 million increase in capital expenditures driven by expansion of Glo Fiber and government-subsidized markets and a $16.0 million decrease in sales of assets, partially offset by $17.3 million increase in grants received related to government funded infrastructure expansion programs.
Net cash used in investing activities from continuing operations was approximately $294.7 million in 2025, representing an decrease of $350.6 million compared with 2024, primarily driven by a $342.4 million decrease in cash disbursed for acquisitions, a $43.3 million increase in cash receipts from government grant programs and a $6.5 million receipt from a business acquisition escrow, partially offset by a $39.8 million increase in capital expenditures driven by government-subsidized network expansion projects in previously unserved areas of Incumbent Broadband Markets.
These revenues were offset by a $5.0 million decline in the legacy Shentel markets due to lower video revenue from a 16.9% decline in video revenue generating units (“RGUs”) and a 1.6% decline in data RGUs with the majority of the decline due to the end of the ACP program. 33 Table of Conten t s Residential & SMB - Glo Fiber Expansion Markets revenue Revenue from residential and SMB customers in Glo Fiber Expansion Markets are primarily earned through the Company’s provision of data, video and voice services over FTTH networks in new greenfield expansion markets.
Residential & SMB - Glo Fiber Expansion Markets revenue Revenue from residential and SMB customers in Glo Fiber Expansion Markets is primarily earned through the Company’s provision of data, video and voice services over FTTH networks in new greenfield expansion markets. Residential & SMB - Glo Fiber Expansion Markets revenue increased $24.7 million, or 42.7%.
As of December 31, 2024, our cash and cash equivalents totaled $46.3 million, the availability under our Revolver and the Term Loans was $243.0 million, and the remaining reimbursements available under government grants was $110.6 million, which are subject to fulfilling the terms of the agreements, for total available liquidity of approximately $399.9 million.
As of December 31, 2025, the Company’s total available liquidity was $234.9 million, consisting of (i) cash and cash equivalents totaling $27.3 million; (ii) restricted cash as required by the ABS indenture totaling $20.9 million (iii) $92.8 million of availability under the Shentel Broadband’s RCF; (iv) $44.3 million under Shentel Issuer’s VFN; and (v) an aggregate of $49.6 million remaining reimbursements available under government grants, which reimbursements are subject to fulfilling the terms of the underlying agreements.
Residential & SMB - Glo Fiber Expansion Markets revenue Residential & SMB - Glo Fiber Markets revenue increased approximately $16.8 million, or 91.9%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to 71.7% year-over-year growth in data RGUs and a 4.0% increase in data ARPU.
The remaining decrease of $5.3 million was primarily due to lower video revenue from a 15.3% decline in video RGUs and lower voice revenue from a 21.5% decline in voice ARPU. Residential & SMB - Glo Fiber Expansion Markets revenue Residential & SMB - Glo Fiber Expansion Markets revenue increased by $22.8 million, or 64.9%.
Selling, general and administrative Selling, general and administrative expenses consist of employee compensation, advertising, software maintenance, stock-based compensation, and operating taxes.
The remaining decrease of $5.6 million was primarily due to decreases in network payroll and line costs driven by synergy savings and decreased programming expenses associated with the declines in video RGUs. Selling, general and administrative Selling, general and administrative expenses consist of employee compensation, advertising, software maintenance, stock-based compensation, and operating taxes.
Removed
The Company owns an extensive regional network with approximately 16,800 route miles of fiber. 2024 Developments Horizon Transaction On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”).
Added
The Company owns an extensive regional network with approximately 19,000 route miles of fiber. 2025 Developments Refinancing Activities Shentel Issuer, a limited-purpose, bankruptcy remote indirect wholly-owned subsidiary of Shentel, closed its inaugural offering of $567.4 million aggregate principal amount of secured fiber network revenue term notes, consisting of $489.1 million 5.64% Series 2025-1, Class A-2 term notes (the “Class A-2 Notes”) and $78.3 million 6.03% Series 2025-1, Class B term notes (the “Class B Notes”), each with an anticipated repayment date in December 2030.
Removed
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.
Added
The Class A-2 Notes and Class B Notes are secured by certain fiber network assets and related customer contracts in the states of Virginia, Ohio, Pennsylvania, Indiana, Maryland and West Virginia.
Removed
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.
Added
As part of the same agreement governing the Class A-2 Notes and Class B Notes (the “ABS Indenture”) and fiber network assets and related customer contracts that govern and secure the ABS Notes, Shentel Issuer entered into a revolving $175.0 million variable funding note facility (the “VFN”) due December 2029 with a group of financial institutions.
Removed
The Selling Shareholder is also subject to a one year lockup period for the shares of Common Stock received. Shentel expects to submit claims under a representation and warranty insurance (“RWI”) policy the Company purchased in connection with the Horizon Transaction seeking coverage for breaches of representations and warranties in the Merger Agreement.
Added
VFN advances will be subject to certain pro-forma leverage and debt service coverage ratios as defined in the ABS Indenture. The VFN will bear interest at term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.75%. The Company had no borrowings under the VFN at Closing.
Removed
The RWI policy has a coverage limit of $40 million. Although the Company believes that the claims are meritorious, no assurance can be given as to whether the Company will recover all, or any part, of the amounts claimed. No gains or receivables have been recognized related to these insurance claims as of December 31, 2024.
Added
As part of the same ABS Indenture and fiber network assets and related customer contracts that govern and secure the ABS Notes, Shentel Issuer entered into a $25 million delay draw Liquidity Funding Note facility (the “LFN”, together with the Class A-2 Notes, Class B notes, and the VFN, the “ABS Notes”) with Bank of America.
Removed
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.
Added
The LFN is subject to the same collateral and covenant framework, including pro-forma leverage and debt service coverage ratios as defined in the ABS Indenture.
Removed
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.
Added
Shentel Issuer may draw on the LFN solely for the purpose of funding amounts due and payable for certain Priority of Payments as defined in the ABS Indenture and when restricted cash funds required by ABS Indenture are insufficient. The LFN will bear interest at the Prime Rate plus a spread of 3.0%.
Removed
The Series A Preferred Stock is exchangeable at the option of the Investor or Shentel in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share (as it may be adjusted pursuant to the terms of the Investment Agreement, the “Exchange Price”). 30 Table of Conten t s As a condition to closing the transactions contemplated by the Investment Agreement and Amendment No. 3 to the Credit Agreement, Shentel completed a corporate reorganization of Shentel’s subsidiaries (the “Reorganization”).
Added
The Company had no borrowings under the LFN at Closing. Concurrently, Shentel Broadband, a wholly-owned indirect subsidiary of the Company, entered into a new $175.0 million Revolving Credit Facility (the “RCF”) due December 2030 with a group of financial institutions.
Removed
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.
Added
The RCF is secured by substantially the cash flows and all of the assets and equity interests of its subsidiaries excluding Shentel Issuer; Shentel Guarantor LLC, a wholly-owned subsidiary of Shentel Broadband and parent of Shentel Issuer; Shentel Asset Entity I LLC, a wholly-owned subsidiary of Shentel Issuer; and Shentel Asset Entity II LLC, a wholly-owned subsidiary of Shentel Issuer.
Removed
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”).
Added
Borrowings under the RCF will bear interest at term SOFR plus a margin ranging from 2.50% to 3.00%. Shentel Broadband borrowed $75.0 million from the RCF at Closing. Shentel and its non ABS Entities have no recourse of the loans of the ABS Entities. Likewise, the ABS Entities have no recourse of the loans of Shentel Broadband.
Removed
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.
Added
Shentel used a portion of the proceeds from the issuance of the ABS Notes and the RCF to repay the outstanding principal on the Company’s existing debt.
Removed
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”).
Added
Refer to Note 10, Debt in Shentel’s Consolidated 2025 Financial Statements for more information. 30 Table of Contents Management Transitions On July 31, 2025, the Company announced that its Board of Directors appointed Edward H. “Ed” McKay, the Company’s former Executive Vice President and Chief Operating Officer, as President and Chief Executive Officer (“CEO”), effective September 1, 2025. Christopher E.
Removed
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.
Added
French, Shentel’s previous President and CEO, stepped into the role of Executive Chairman of the Board of Directors and remains active in steering the Company’s strategy while continuing to work closely with the senior leadership team and the Board of Directors.
Removed
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.
Added
Virginia Fiber Acquisition In April 2025, the Company executed an Asset Purchase Agreement to acquire FTTH assets and operations of a fiber business based in Virginia for $5 million, including passings of approximately 1,500 homes and approximately 700 customers. The Company completed the acquisition on July 9, 2025.
Removed
After five years, Shentel may redeem all of the Series A Preferred Stock for the greater of (i) $1,000 per share, plus (a) any accrued PIK Dividend amount and (b) accrued and unpaid dividends to, but excluding the redemption date (to the extent such accrued and unpaid dividends are not included in such PIK Dividend amount), and (ii) the value of the shares of Common Stock for which such Series A Preferred Stock are exchangeable.
Added
H.R.1 - 119th Congress (2025-2026) On July 4, 2025, H.R.1 was signed into law and includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions and limitations on interest deductions based on a tax EBITDA framework.
Removed
Under the terms of the Investment Agreement, the Investor has the right to nominate a director to the Board so long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock).
Added
These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years.
Removed
So long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock), the Investor is subject to certain standstill provisions and voting covenants and has certain other rights with respect to the shares of Series A Preferred Stock, including, among others, pre-emptive, information and participation rights.
Added
The legislation did not have a material impact on our consolidated financial statements for the year ended December 31, 2025. 31 Table of Contents Results of Operations Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024 The Company’s consolidated results from operations are summarized as follows: Year Ended December 31, Change ($ in thousands) 2025 % of Revenue 2024 % of Revenue $ % External revenue Residential & SMB - Incumbent Broadband Markets $ 169,668 47.4 % $ 174,795 53.3 % (5,127) (2.9) % Residential & SMB - Glo Fiber Expansion Markets 82,558 23.1 % 57,872 17.6 % 24,686 42.7 % Commercial Fiber 79,315 22.2 % 70,057 21.4 % 9,258 13.2 % RLEC & Other 26,313 7.4 % 25,334 7.7 % 979 3.9 % Total revenue 357,854 100.0 % 328,058 100.0 % 29,796 9.1 % Operating expenses Cost of services, exclusive of depreciation and amortization 130,118 36.4 % 128,112 39.1 % 2,006 1.6 % Selling, general and administrative 118,187 33.0 % 115,193 35.1 % 2,994 2.6 % Restructuring, integration and acquisition 1,173 0.3 % 14,509 4.4 % (13,336) (91.9) % Depreciation and amortization 131,613 36.8 % 98,835 30.1 % 32,778 33.2 % Total operating expenses 381,091 106.5 % 356,649 108.7 % 24,442 6.9 % Operating loss (23,237) (6.5) % (28,591) (8.7) % 5,354 NMF Other (expense) income: Interest expense (25,374) (7.1) % (15,897) (4.8) % (9,477) 59.6 % Other income, net 6,755 1.9 % 6,461 2.0 % 294 4.6 % Loss from continuing operations before income taxes (41,856) (11.7) % (38,027) (11.6) % (3,829) 10.1 % Income tax benefit (8,913) (2.5) % (9,670) (2.9) % 757 (7.8) % Loss from continuing operations (32,943) (9.2) % (28,357) (8.6) % (4,586) 16.2 % Income from discontinued operations, net of tax — — % 222,174 67.7 % (222,174) NMF Net (loss) income (32,943) (9.2) % 193,817 59.1 % (226,760) NMF Dividends on redeemable noncontrolling interest 6,449 1.8 % 3,429 1.0 % 3,020 88.1 % Net (loss) income attributable to common shareholders $ (39,392) (11.0) % $ 190,388 58.0 % (229,780) NMF Shentel acquired Horizon on April 1, 2024 and consequently, results for the year ended December 31, 2024 included nine months of Horizon revenue, whereas the comparable year ended December 31, 2025 included twelve months of Horizon revenue.
Removed
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.
Added
Information about year over year variances noted below includes the results of the acquired Horizon markets during the first three months of 2025 and explanations of the remaining consolidated changes.
Removed
Amendment No. 3 to Credit Agreement On April 1, 2024, Shentel entered into Amendment No. 3 to Credit Agreement, Incremental Term Loan Funding Agreement, Joinder and Assignment and Assumption (the “Third Amendment”) to its existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as previously amended by Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, and Consent and Amendment No. 2 to Credit Agreement, dated October 24, 2023, the “Credit Agreement”).

… 68 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+2 added−3 removed0 unchanged
Biggest changeThe weighted-average interest rate was 6.42% for the Term Loans at December 31, 2024. An increase in market interest rates of 1.00% would add approximately $4.1 million to annual interest expense. In May 2023, Shentel entered into pay fixed, receive variable interest rate swaps totaling $150.0 million of notional principal (the “Swaps”).
Biggest changeAs of December 31, 2025, the Company had $75.0 million of gross variable rate debt outstanding under the RCF. The interest rate was 6.19% for the RCF at December 31, 2025. An increase in market interest rates of 1.00% would add approximately $0.8 million to annual interest expense.
Removed
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Throughout 2024, we borrowed a total of $125 million pursuant to the variable rate delayed draw Term Loans available under the Credit Agreement. As of December 31, 2024, the Company had $418.0 million of gross variable rate debt outstanding.
Added
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of December 31, 2025, the Company has an outstanding debt balance of $642.4 million, which includes ABS Notes and an RCF. Shentel’s ABS Notes, which include Class A-2 Notes and Class B Notes, have outstanding balances of $489.1 million and $78.3 million, respectively.
Removed
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 Term Loan A-1 and A-2 outstanding debt.
Added
The borrowed Class A-2 Notes and the Class B Notes incur interest at the fixed rate 5.64% and 6.03%, respectively; therefore, the Class A-2 and the Class B Notes are not subject to fluctuations in market interest rates. The borrowed RCF bears interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage.
Removed
The Company uses the Swaps to manage its exposure to interest rate risk for a portion of its long-term variable-rate Term Loans through interest rate swaps. When the Swaps’ payments term began, Shentel effectively pays a fixed weighted-average interest rate of 2.90%, prior to interest rate margin provided under our credit facility.

Other SHEN 10-K year-over-year comparisons