SHENANDOAH TELECOMMUNICATIONS CO/VA/

Previous 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.

Current wording

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.

Previous wording

On July 4, 2025, H.R.1 was signed into law and includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions and limitations on interest deductions based on a tax EBITDA framework. These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years and will not have a material impact on our effective tax rate. Management continues to review the H.R.1 tax provisions to assess impacts to our consolidated financial statements.

Current wording

On July 4, 2025, H.R.1 was signed into law and includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions and limitations on interest deductions based on a tax EBITDA framework. These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years. The legislation does not have a material impact on our consolidated financial statements for the interim period ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025.

Previous wording

Residential & SMB - Incumbent Broadband Markets revenue decreased by $1.4 million, or 3.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to lower video revenue driven by a 14.5% decline in video revenue generating units (“RGUs”).

Current wording

Residential & SMB - Incumbent Broadband Markets revenue decreased by $1.6 million, or 3.6%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, primarily due to lower video revenue driven by a 14.9% decline in video revenue generating units (“RGUs”) and to a lesser extent a 1.3% decline in data ARPU.

Previous 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.

Current wording

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $6.2 million, or 41.1%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, primarily due to a 41.3% year-over-year growth in data RGUs driven by the Company’s increase in data penetration rate and increase in passings.

Previous wording

Revenue from Commercial Fiber customers is primarily earned through the Company’s provision of high-speed Ethernet, wavelength, dark fiber leasing and managed services over fiber optic networks.

Current wording

Revenue from Commercial Fiber customers is primarily earned through the Company’s provision of high-speed Ethernet, dedicated internet access, wavelength, dark fiber leasing and managed services over fiber optic networks.

Previous wording

Commercial Fiber revenue decreased by $1.2 million, or 6.0%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to $0.8 million in non-cash deferred revenue adjustments and $0.9 million in early termination fees earned in the prior year. Excluding these variances, Commercial Fiber revenue grew 2.7% over the prior period 2024.

Current wording

Commercial Fiber revenue decreased by $1.1 million, or 5.3%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, primarily due to $0.9 million in non-cash deferred revenue adjustments for a carrier customer and $0.5 million in early termination fees earned in the prior year. Excluding these variances, Commercial Fiber revenue grew 2.3% over the prior period 2024.

Previous 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.

Current wording

Shentel’s RLEC & Other revenue is primarily earned through the Company’s provision of voice and digital subscriber line (“DSL”) 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

Cost of services decreased by $1.9 million, or 5.5%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to decreases in network payroll, line and programming costs.

Current wording

Cost of services decreased by $2.0 million, or 5.9%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, primarily due to decreases in network payroll, rent expense and line costs as the Company realized synergies related to its acquisition of Horizon.

Previous 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.

Current wording

Restructuring, integration and acquisition expense decreased by $1.4 million, or 82.5%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024. Restructuring, integration and acquisition expense in 2024 related primarily to costs incurred to effect the Company’s acquisition and integration of Horizon.

Previous wording

Depreciation and amortization increased by $9.5 million, or 37.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 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.

Current wording

Depreciation and amortization increased by $6.8 million, or 24.6%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, primarily due to $3.1 million of new depreciation associated with assets placed in service associated with the Company’s Glo Fiber network expansion of its Glo Fiber network and a $3.2 million write-off of plant under construction inventory assets no longer expected to be used.

Previous 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.

Current wording

Interest expense increased by $3.1 million, or 85.1%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, due to an increase in the Company’s outstanding debt.

Previous wording

Income tax benefit decreased by $2.2 million, or 41.4%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to lower pre-tax loss in the current period.

Current wording

Income tax benefit increased by $1.4 million, or 92.9%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, due to higher pre-tax loss in the current period.

Previous wording

Additionally, Shentel acquired Horizon on April 1, 2024 and consequently, results for the six months ended June 30, 2024 included three months of Horizon revenue, whereas the comparable six months ended June 30, 2025 included six months of Horizon revenue. Information below includes the results of the acquired Horizon markets during the first three months of 2025 and explanations of the remaining change.

Current wording

Additionally, Shentel acquired Horizon on April 1, 2024 and consequently, results for the nine months ended September 30, 2024 included six months of Horizon revenue, whereas the comparable nine months ended September 30, 2025 included nine months of Horizon revenue. Information below includes the results of the acquired Horizon markets during the first three months of 2025 and explanations of the remaining change.

Previous 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.

Current wording

Residential & SMB - Incumbent Broadband Markets revenue decreased by $3.4 million, or 2.6%, in the nine months ended September 30, 2025 compared with the nine months ended September 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 $5.1 million was primarily due to lower video revenue driven by an 18.4% decline in video RGUs, lower installation revenue and 3.0% lower voice ARPU.

Previous wording

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $12.0 million, or 45.9%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $0.7 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining increase of $11.3 million was primarily due to a

Current wording

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $18.2 million, or 44.1%, in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. Shentel recognized $0.7 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining increase of $17.5 million was primarily due to a 45.2% year-over-year growth in data RGUs and an 18.5% year-over-year growth in video RGUs driven by the Company’s increase in penetration rates and increase in passings.

Previous 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.

Current wording

Commercial Fiber revenue increased by $7.3 million, or 14.1%, in the nine months ended September 30, 2025 compared with the nine months ended September 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 $2.6 million was primarily due to $1.9 million in non-cash deferred revenue adjustments for a carrier customer and $1.4 million in early termination fees earned in the prior year. Excluding these variances, Commercial Fiber revenue grew 2.6% over the prior period 2024.

Previous 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.

Current wording

RLEC & Other revenue increased by $1.5 million, or 8.4%, in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. Shentel recognized $2.9 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $1.4 million was primarily due to a decrease in DSL RGUs as customers migrate to the Shentel recently constructed broadband data services.

Previous 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.

Current wording

Cost of services increased by $3.1 million, or 3.3%, in the nine months ended September 30, 2025 compared with the nine months ended September 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 $4.5 million was due to decreases in network payroll, line, and programming costs due to synergy savings realized to the Horizon acquisition.

Previous 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.

Current wording

Selling, general and administrative expense increased by $4.3 million, or 5.0%, in the nine months ended September 30, 2025 compared with the nine months ended September 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 increase of $1.1 million primarily due to increases in property taxes and advertising costs, partially offset by decreases in professional fees.

Previous wording

Restructuring, integration and acquisition expense decreased by $11.2 million, or 94.0%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Restructuring, integration and acquisition expense in 2024 related primarily to costs incurred to effect the Horizon Transaction and integration of costs during the post-acquisition period.

Current wording

Restructuring, integration and acquisition expense decreased by $12.6 million, or 92.6%, in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. Restructuring, integration and acquisition expense in 2024 related primarily to costs incurred to effect the Horizon Transaction and integration of costs during the post-acquisition period.

Previous 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.

Current wording

Depreciation and amortization increased by $28.4 million, or 40.1%, in the nine months ended September 30, 2025 compared with the nine months ended September 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 $19.2 million was due to the Company’s expansion of its Glo Fiber network and a $7.4 million write-off of inventory assets no longer expected to be used.

Previous wording

Interest expense increased by $2.8 million, or 35.0%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024 due to an increase in the Company’s outstanding debt.

Current wording

Interest expense increased by $5.9 million, or 50.6%, in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 due to an increase in the Company’s outstanding debt.

Previous wording

Other income, net increased by $0.1 million, or 2.9%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024 due to a favorable settlement of the Horizon acquisition related escrow claim, partially offset by higher interest income earned in the prior year.

Current wording

Other income, net increased by $0.7 million, or 15.0%, in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 due to a favorable settlement of the Horizon acquisition related escrow claim and a reclassification of gains on interest rate swap from accumulated other comprehensive income to the Company’s unaudited condensed consolidated statements of operations, partially offset by higher interest income earned in the prior year.

Previous wording

Income tax benefit decreased by $2.1 million, or 33.1%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024 due to lower pre-tax loss in the current period and higher excess tax benefits derived from vesting of restricted stock.

Current wording

Income tax benefit decreased by $0.6 million, or 8.1%, in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 due to higher excess tax benefits derived from vesting of restricted stock.

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 17,700 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, Dedicated Internet Access 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 18,000 route miles of fiber.

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 $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.

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 $151.2 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. As of September 30, 2025, the Company had received a total of $79.1 million in cash receipts and had $72.1 million in remaining reimbursements available under these grant programs. The Company expects to fulfill the majority of its obligations under these programs by 2026.

Previous 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.

Current wording

As of September 30, 2025, the Company’s total available liquidity was $212.6 million, consisting of (i) cash and cash equivalents totaling $22.6 million; (ii) $117.9 million of availability under the Company’s revolving credit facility; and (iii) an aggregate of $72.1 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 $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.

Current wording

Net cash provided by operating activities from continuing operations was approximately $74.5 million during the nine months ended September 30, 2025, representing an increase of $26.1 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 $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.

Current wording

Net cash used in investing activities from continuing operations was approximately $209.9 million during the nine months ended September 30, 2025, representing a decrease of $351.0 million compared with the prior year period, primarily driven by a $342.4 million decrease in cash disbursed for acquisitions, partially offset by a $28.8 million increase in cash receipts from government grant programs, a $25.1 million increase in capital expenditures driven by government-subsidized network expansion projects in previously unserved areas of Incumbent Broadband Markets.

Previous 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.

Current wording

Net cash provided by financing activities from continuing operations was approximately $114.1 million during the nine months ended September 30, 2025, representing a decrease of $2.9 million compared with the prior year period, primarily driven by a decrease of $79.4 million in cash inflows from preferred stock issuances, partially offset by an increase of $75.0 million in borrowings under the Term Loans and an increase of $2.8 million in payments of principal on long-term debt.

Previous 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.

Current wording

Indebtedness: As of September 30, 2025, the Company’s net indebtedness was approximately $534.1 million, including $535.4 million in outstanding Term Loans and Revolver, 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 for the Term Loans was 7.47% as of September 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 $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.

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 $139.1 million, $147.4 million and $223.9 million, respectively. Shentel’s Revolver Loan has an outstanding balance of $25.0 million. The Term Loans require quarterly payments based on a percentage of the outstanding balance. The Revolver requires the entire outstanding principal to be paid on the maturity date. 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

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.

Current wording

During the nine months ended September 30, 2025, our capital expenditures of $251.5 million exceeded our net cash provided by operating activities of continuing operations by $177.1 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.