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SHENANDOAH TELECOMMUNICATIONS CO/VA/

For the period ended Dec 31, 2025. Filed Mar 9, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Mar 9, 2026

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SHEN$9.65-0.7%Stored close · as of Nov 6, 2026
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PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in the accompanying proxy statement, but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted upon at the 2026 annual meeting of shareholders and our fiscal year 2025 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We use the terms “Shentel,” the “Company,” “we,” “our” and “us” in this summary to refer to Shenandoah Telecommunications Company. Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Annual Meeting

Date:April 21, 2026
Time:11:00 a.m. (Eastern Time)
Location:500 Shentel Way, Edinburg, Virginia 22824
Record Date:Shareholders of record at the close of business on February 23, 2026

Voting Matters

Proposals · RequiredApproval · BoardRecommendation · PageReference
1.Election of directorsMajority of Votes Castfor Each NomineeFOR eachnominee10
2.Ratification of auditorsMajority of Votes CastFOR44
3.Advisory vote to approve executive compensationMajority of Votes CastFOR47

Corporate Governance Highlights

Shentel is committed to strong corporate governance practices and policies, which promote both the long-term interests of our shareholders and the accountability of the Board of Directors and management. The following table summarizes certain of our corporate governance practices and policies:

✔Majority voting for director elections✔Active shareholder engagement
✔Independent directors regularly meet without management present✔Policies prohibiting hedging of Company shares
✔Board regularly assesses its performance through board and committee self-evaluations✔Board is 90.90% independent (CEO is only management director) and 36% female/minority
✔Board committees consist solely of independent directors✔No poison pill
✔Robust stock ownership guidelines

We value an open and active dialogue with our shareholders. We strive to foster strong shareholder relationships that lead to a mutual understanding of issues and approaches. During 2025, members of our management team continued to meet and communicate with many of our shareholders to ensure that we fully understand our shareholders’ views with respect to governance and compensation-related matters.

Board of Directors

The following table contains information, as of February 23, 2026, about each member of the Board of Directors of Shentel, including Matthew S. DeNichilo and Kenneth L. Quaglio, currently Class 1 directors whose terms are set to expire at the 2026 annual meeting of shareholders, and Michael A. Rhymes, currently a Class 2 director whose term is set to expire at the 2027 and is being nominated as a Class 1 director in order to rebalance the distribution of directors across classes, and who have been nominated for reelection to the Board to serve three-year terms expiring at the annual meeting of shareholders in 2029.

Committee Memberships
NameAgeDirectorSincePrincipalOccupationAudit Committee FinancialExpertAuditCompensationNominating & CorporateGovernance
Victor C. Barnes612022Executive Coach and Consultant———
Thomas A. Beckett582018SVP, GC and Secretary of American Public Education, Inc.———
Matthew S. DeNichilo412024Partner, Energy Capital Partners——
James F. DiMola392024Managing Director, GCM Grosvenor———
Tracy Fitzsimmons592005President of Shenandoah University——
John W. Flora712008Attorney and Shareholder of Flora Pettit PC——
Christopher E. French671996Executive Chairman————
Richard L. Koontz, Jr.682006President of Holtzman Oil Corporation———
Kenneth L. Quaglio672017Partner, Kearney, Inc.——
Michael A. Rhymes582024CIO of Entergy Corporation———
Leigh Ann Schultz522016CFO of Harvest Host Inc.——
MemberChairpersonAudit Committee Financial Expert

2025 Executive Compensation (see page 21)

Compensation decisions regarding executive compensation are made by the Compensation Committee or, with respect to the Company’s Chief Executive Officer or Chief Operating Officer, by the Board of Directors. The Compensation Committee believes that a sensibly-structured, incentive-aligning compensation program is critical to the creation of long-term shareholder value. The following table summarizes certain highlights of our compensation practices:

What We Do:What We Don’t Do:
✔Align pay with performance by linking a substantial portion of compensation to the achievement of predefined performance metrics and share pricexDo NOT provide tax gross-ups in any circumstance
✔Retain an independent compensation consultantxDo NOT provide excessive perquisites for executives
✔Require compliance with stock ownership guidelines for directors and executive officersxDo NOT provide guaranteed bonuses
✔Place caps on incentive award opportunitiesxDo NOT provide discount stock options or stock appreciation rights
✔Maintain a clawback policyxDo NOT pay dividends on performance units prior to vesting
✔Prohibit hedging of Company shares and option tradingxDo NOT permit unapproved pledging of our common stock
xDo NOT add back to our equity compensation plan reserves any shares tendered as payment for shares withheld for taxes

At the 2023, 2024 and 2025 annual meetings of shareholders, approximately 98%, 96% and 98% of votes cast in the annual “say-on-pay” vote, respectively, were in favor of the compensation of the Company’s named executive officers. In light of this strong support, the Compensation Committee decided to maintain the core design of our compensation program for 2025 and 2026.

Corporate Social Responsibility

Shentel is committed to growing its business in a sustainable and socially responsible manner, and our Board of Directors and management team are committed to Shentel’s vision to make a positive difference in the communities we serve. This commitment is supported at all levels of the Company. Through our actions, our goal is to make a positive difference in the communities we serve through our dedication to providing high quality and reliable services, our sincere commitment to being a good employer, our efforts to minimize our impact on the environment, our ongoing engagement and support for the communities where we operate and our unwavering and strict adherence to the highest ethical standards.

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