SHENANDOAH TELECOMMUNICATIONS CO/VA/

Previous wording

The Company executed an Asset Purchase Agreement in April 2025 to acquire fiber-to-the-home assets for $5 million, passing over 1,500 homes and businesses with approximately 700 customers in Virginia. The Company expects to close on the acquisition during the summer 2025.

Current wording

The Company executed an Asset Purchase Agreement in April 2025 to acquire fiber-to-the-home (“FTTH”) assets and operations of a fiber business based in Virginia for $5 million, including passings over 1,500 homes and businesses with approximately 700 customers in Virginia. The Company completed the acquisition on July 9, 2025.

Previous wording

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.

Current wording

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 FTTH networks in incumbent markets.

Previous wording

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $6.3 million, or 52.2%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to a $5.6 million increase in the legacy Shentel markets and $0.7 million of revenues earned in the acquired Horizon markets. The increase in legacy Shentel markets was primarily due to a 46.3% year-over-year growth in data RGUs driven by the Company’s increase in passings.

Current wording

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $5.7 million, or 40.5%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to a 43.1% year-over-year growth in data RGUs driven by the Company’s increase in data penetration rate and increase in passings.

Previous wording

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 Universal Service Fund.

Current wording

Shentel’s RLEC & Other revenue is primarily earned through the Company’s provision of voice and digital subscriber line (“DSL”) telephone services over copper networks primarily in Shenandoah County, Virginia and Ross County, Ohio. Shentel also earns governmental support revenue through the federal Universal Service Fund.

Previous wording

Restructuring, integration and acquisition expense in the three months ended March 31, 2025 was comparable with the three months ended March 31, 2024. Restructuring, integration and acquisition expense related primarily to costs incurred to effect the acquisition of Horizon (the “Horizon Transaction”) and integration of costs during the post-acquisition period.

Current wording

Restructuring, integration and acquisition expense decreased by $11.1 million, or 98.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024. Restructuring, integration and acquisition expense in 2024 related primarily to costs incurred to effect the Company’s acquisition (the “Horizon Transaction”) of Horizon Acquisition Parent LLC (“Horizon”) and integration costs during the post-acquisition period.

Previous wording

Interest expense increased by $0.8 million, or 20.0%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to an increase in the Company’s outstanding debt.

Current wording

Interest expense increased by $2.0 million, or 50.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to an increase in the Company’s outstanding debt.

Previous wording

Shentel updated the presentation of certain Residential & SMB - Incumbent Broadband Markets and Commercial Fiber revenues in the prior year to conform with changes in how management views these lines of business.

Current wording

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

Previous wording

Residential & SMB - Incumbent Broadband Markets revenue decreased by $0.5 million, or 1.0%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to a $2.2 million decrease in the legacy Shentel markets primarily due to lower video revenue driven by a 14.1% decline in video RGUs and lower data revenue driven by a decrease in non-recurring other revenue, partially offset by $1.7 million of revenues earned in the acquired Horizon markets.

Current wording

Residential & SMB - Incumbent Broadband Markets revenue decreased by $1.9 million, or 2.1%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $1.7 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $3.6 million was primarily due to lower video revenue driven by a 14.5% decline in video RGUs.

Previous wording

Commercial Fiber revenue increased by $9.7 million, or 97.3%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to $9.9 million of revenues earned in the acquired Horizon markets and a $0.2 million decrease in the legacy Shentel markets.

Current wording

Commercial Fiber revenue increased by $8.4 million, or 27.3%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $9.9 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $1.5 million was primarily due to less early termination fees and non-cash deferred revenue adjustments.

Previous wording

RLEC & Other revenue increased by $3.1 million, or 91.6%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to $2.9 million of revenues earned in the acquired Horizon markets and an increase in governmental support revenue.

Current wording

RLEC & Other revenue increased by $2.9 million, or 28.3%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $2.9 million of revenues earned in the acquired Horizon markets during the first three months of 2025.

Previous wording

Cost of services increased by $7.0 million, or 27.1%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to $7.6 million of cost of services incurred in the acquired Horizon markets, partially offset by a $0.6 million decrease in cost of services incurred in the legacy Shentel markets, driven by an decrease in programming costs due to a reduction in video RGUs.

Current wording

Cost of services increased by $5.1 million, or 8.5%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel incurred $7.6 million of cost of services in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $2.5 million was due to decreases in network payroll, line, and programming costs.

Previous wording

Selling, general and administrative expense increased by $3.0 million, or 10.8%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to $3.2 million of selling, general and administrative costs incurred in the acquired Horizon markets and a $0.2 million decrease in the legacy Shentel markets driven by lower professional fees.

Current wording

Selling, general and administrative expense increased by $2.5 million, or 4.3%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel incurred $3.2 million of selling, general and administrative costs in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $0.7 million due to decreases in professional fees and bad debt expenses, partially offset by increases in property taxes and marketing and selling payroll.

Previous wording

Depreciation and amortization increased by $12.0 million, or 68.9%, in the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to $9.2 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction and the Company’s expansion of its Glo Fiber network.

Current wording

Depreciation and amortization increased by $21.5 million, or 50.1%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel incurred $9.2 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction during the first three months of 2025. The remaining increase of $12.3 million was due to the Company’s expansion of its Glo Fiber network and a $4.2 million write-off of plant under construction inventory assets no longer expected to be used.

Previous wording

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. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by over 17,200 route miles of fiber.

Current wording

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. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by over 17,700 route miles of fiber.

Previous wording

The following table indicates selected operating statistics. Shentel updated the presentation of certain revenues and voice RGUs in the prior year to conform with changes in how management views these lines of business. This reclassification resulted in updated ARPU and voice RGUs for the prior period.:

Current wording

The following table indicates selected operating statistics. Shentel updated the presentation of certain revenues and voice RGUs in the prior year to conform with changes in how management views these lines of business. This reclassification resulted in updated Average Revenue per User (“ARPU”) and voice RGUs for the prior period.

Previous wording

(6)Average Revenue Per RGU calculation = (Residential & SMB Revenue) / average RGUs / 3 months.

Current wording

(3)ARPU calculation = (Residential & SMB Revenue) / average RGUs / 3 months.

Previous wording

(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.

Current wording

(4)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.

Previous wording

In 2021, Congress passed the American Rescue Plan Act and the Infrastructure Investment and Jobs Act to subsidize the deployment of high-speed broadband internet access in unserved areas. We have been awarded approximately $150.2 million in grants to serve approximately 27,100 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. As of March 31, 2025, the Company had $104.1 million in grants available. The Company expects to fulfill the majority of its obligations under these programs by 2026.

Current wording

In 2021, Congress passed the American Rescue Plan Act and the Infrastructure Investment and Jobs Act to subsidize the deployment of high-speed broadband internet access in unserved areas. We have been awarded approximately $151.1 million in grants to serve approximately 27,100 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. As of June 30, 2025, the Company had $94.6 million in grants available. The Company expects to fulfill the majority of its obligations under these programs by 2026.

Previous wording

As of March 31, 2025, our cash and cash equivalents totaled $87.5 million, the availability under our Revolver was $143.0 million, and the remaining reimbursements available under government grants was $104.1 million, which are subject to fulfilling the terms of the agreements, for total available liquidity of approximately $334.6 million.

Current wording

As of June 30, 2025, the Company’s total available liquidity was $266.7 million, consisting of (i) cash and cash equivalents totaling $29.1 million; (ii) $143.0 million of availability under the Company’s revolving credit facility; and (iii) an aggregate of $94.6 million remaining reimbursements available under government grants, which reimbursements are subject to fulfilling the terms of the underlying agreements.

Previous wording

Net cash provided by operating activities from continuing operations was approximately $20.5 million during the three months ended March 31, 2025, representing an increase of $7.6 million compared with the prior year period, primarily driven by increases in revenue and timing of changes in working capital.

Current wording

Net cash provided by operating activities from continuing operations was approximately $43.7 million during the six months ended June 30, 2025, representing an increase of $20.5 million compared with the prior year period, primarily driven by increases in revenue and timing of changes in working capital.

Previous wording

Net cash used in investing activities from continuing operations was approximately $76.3 million during the three months ended March 31, 2025, representing an increase of $8.9 million compared with the prior year period, primarily driven by a $13.2 million increase in capital expenditures driven by expansion of Glo Fiber and government-subsidized markets, partially offset by a $4.2 million increase in cash receipts from government grant programs.

Current wording

Net cash used in investing activities from continuing operations was approximately $151.9 million during the six months ended June 30, 2025, representing a decrease of $337.0 million compared with the prior year period, primarily driven by a $347.1 million decrease in cash disbursed for acquisitions and a $9.6 million increase in cash receipts from government grant programs, partially offset by a $18.5 million increase in capital expenditures driven by expansion of Glo Fiber and government-subsidized markets.

Previous wording

Net cash provided by financing activities from continuing operations was approximately $97.0 million during the three months ended March 31, 2025, representing an increase of $100.2 million compared with the prior year period, primarily driven by an increase of $100.0 million in borrowings under the Term Loans.

Current wording

Net cash provided by financing activities from continuing operations was approximately $93.2 million during the six months ended June 30, 2025, representing an increase of $23.3 million compared with the prior year period, primarily driven by an increase of $100.0 million in borrowings under the Term Loans, partially offset by a decrease in proceeds from equity issuances and a $2.3 million increase in principal payments on long-term debt.

Previous wording

Indebtedness: As of March 31, 2025, the Company’s net indebtedness was approximately $514.5 million, including $515.8 million in outstanding term loans, net of unamortized loan fees of $1.2 million. The borrowed amounts bear interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage. The weighted-average interest rate was 6.71% for the Term Loans at March 31, 2025.

Current wording

Indebtedness: As of June 30, 2025, the Company’s net indebtedness was approximately $511.8 million, including $513.1 million in outstanding Term Loans, net of unamortized loan fees of $1.3 million. The borrowed amounts bear interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage. The weighted-average interest rate for the Term Loans was 6.97% at June 30, 2025.

Previous wording

Shentel’s Term Loans, which consist of Term Loan A-1, Term Loan A-2 and Term Loan A-3, have outstanding balances of $142.6 million, $148.1 million and $225.0 million, respectively. The Term Loans require quarterly payments based on a percentage of the outstanding balance. As of March 31, 2025, Term Loan A-1 was due to mature on July 1, 2026. On April 16, 2025, Shentel amended the Credit Agreement to extend the maturity date of the Revolver and Term Loan A-1 to July 1, 2027. Both Term Loan A-2 and Term Loan A-3 mature on July 1, 2028.

Current wording

Shentel’s Term Loans, which consist of Term Loan A-1, Term Loan A-2 and Term Loan A-3, have outstanding balances of $140.9 million, $147.8 million and $224.4 million, respectively. The Term Loans require quarterly payments based on a percentage of the outstanding balance. On April 16, 2025, Shentel amended the Credit Agreement (the “Fourth Amendment”) to extend the maturity date of the Revolver and Term Loan A-1 to July 1, 2027. Both Term Loan A-2 and Term Loan A-3 mature on July 1, 2028.

Previous wording

The April 16, 2025 amendment of Shentel’s Credit Agreement also amended certain covenant provisions, including increasing the maximum Total Net Leverage Ratio (as defined in the Credit Agreement) permitted as of the last day of any fiscal quarter to 4.75:1.00. As of March 31, 2025, the Company was in compliance with the financial covenants in our Credit Agreement.

Current wording

The Fourth Amendment of Shentel’s Credit Agreement also amended certain covenant provisions, including increasing the maximum Total Net Leverage Ratio (as defined in the Credit Agreement) permitted as of the last day of any fiscal quarter to 4.75:1.00. As of June 30, 2025, the Company was in compliance with the financial covenants in our Credit Agreement.

Previous wording

During the three months ended March 31, 2025, our capital expenditures of $83.2 million exceeded our net cash provided by operating activities of continuing operations by $62.7 million, and we expect our capital expenditures to exceed the cash flows provided from continuing operations through 2026, as we expand our Glo Fiber broadband network.

Current wording

During the six months ended June 30, 2025, our capital expenditures of $169.4 million exceeded our net cash provided by operating activities of continuing operations by $125.7 million, and we expect our capital expenditures to exceed the cash flows provided from continuing operations through 2026, as we expand our Glo Fiber broadband network.