SHENANDOAH TELECOMMUNICATIONS CO/VA/

Previous wording

The Company’s consolidated results from operations are summarized as follows:

Current wording

The Company’s unaudited consolidated results from operations are summarized as follows:

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 FTTH networks in incumbent markets.

Current wording

Revenue from residential and small and medium business (“SMB”) customers in Incumbent Broadband Markets is primarily earned through the Company’s provision of data, video and voice services over primarily HFC cable and to a lesser extent FTTH networks in incumbent markets.

Previous wording

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.

Current wording

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.

Previous 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.

Current wording

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $6.4 million, or 34.6%. The increase was primarily due to a 33.7% increase in data RGUs driven by the Company’s increase in penetration rates and increase in passings.

Previous 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.

Current wording

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.

Previous 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.

Current 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 USF.

Previous wording

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.

Current wording

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

Previous 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.

Current wording

Interest expense increased by $4.5 million, or 92.9%. The increase was primarily due to an increase in the Company’s outstanding debt.

Previous 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.

Current wording

Income tax benefit increased by $3.0 million, or 267.1%. The increase was primarily due to higher pre-tax loss.

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, 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.

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 19,400 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 Average Revenue per User (“ARPU”) and voice RGUs for the prior period.

Current wording

The following table indicates selected operating statistics.

Previous wording

Sources and Uses of Cash: The Company’s principal sources of liquidity are our cash and cash equivalents, cash generated from operations, government grants and borrowings under our credit agreement, which contains a $150 million revolving credit facility (the “Revolver”) and $525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with the Revolver, the “Credit Agreement”).

Current wording

Sources and Uses of Cash: Shentel’s principal sources of liquidity are our cash and cash equivalents, restricted cash, cash generated from operations, government grants and borrowing capacity available under the Company’s VFN and RCF.

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 $151.2 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.

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 $152.3 million in grants to serve approximately 27,900 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 March 31, 2026, the Company had received a total of $114.5 million in cash receipts and had $37.8 million in remaining reimbursements available under these grant programs. The Company expects to fulfill the majority of its obligations under these programs by the end of 2026.

Previous 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.

Current wording

As of March 31, 2026, the Company’s total available liquidity was $194.5 million, consisting of (i) unrestricted cash and cash equivalents totaling $43.8 million; (ii) restricted cash as required by the ABS indenture totaling $27.3 million (iii) $67.8 million of availability under Shentel Broadband’s RCF; (iv) $17.8 million under Shentel Issuer’s VFN; and (v) an aggregate of $37.8 million remaining reimbursements available under government grants, which reimbursements are subject to fulfilling the terms of the underlying agreements. In addition, the Company has $117.2 million of VFN commitments that are not available to draw as of March 31, 2026. The available capacity of the VFN will increase based on the secured fiber network revenue growth from the ABS Entities multiplied by (i) a margin as defined in the ABS Indenture and (ii) 6.25x multiple.

Previous 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.

Current wording

Net cash provided by operating activities from operations was approximately $24.4 million during the three months ended March 31, 2026, representing an increase of $3.8 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 $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.

Current wording

Net cash used in investing activities from operations was approximately $64.1 million during the three months ended March 31, 2026, representing a decrease of $12.2 million compared with the prior year period, primarily driven by a $7.4 million decrease in capital expenditures as Shentel approaches the completion of its major Glo Fiber market expansion project and a $4.6 million increase in cash receipts from government grant programs.

Previous 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.

Current wording

Net cash provided by financing activities from operations was approximately $62.6 million during the three months ended March 31, 2026, representing a decrease of $34.4 million compared with the prior year period, primarily driven by a decrease in borrowings under various debt facilities.

Previous 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.

Current wording

Indebtedness: As of March 31, 2026, the Company’s net indebtedness was approximately $693.9 million, including $707.4 million in outstanding ABS Notes, the VFN, and the RCF, net of unamortized loan fees of $13.5 million. The borrowed Class A-2 Notes and the Class B Notes incur interest at 5.64% and 6.03%, respectively. The borrowed VFN and RCF 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 5.74% for the ABS Notes, VFN, and RCF at March 31, 2026.

Previous wording

Refer to Note 9, Debt, in the Company’s unaudited condensed consolidated financial statements for more information about the Credit Agreement.

Current wording

Refer to Note 8, Debt, in the Company’s unaudited condensed consolidated financial statements within this Form 10-Q and Note 10, Debt, in the Company’s consolidated financial statements in the Company’s 2025 Form 10-K for more information about the outstanding debt.

Previous 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 September 30, 2025, the Company was in compliance with the financial covenants in our Credit Agreement.

Current wording

As of March 31, 2026, the Company was in compliance with the financial covenants related to our outstanding debt.

Previous wording

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. There can be no assurance that we will continue to generate cash flows at or above current levels.

Current wording

We expect our cash on hand, restricted cash, cash flows from 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. There can be no assurance that we will continue to generate cash flows at or above current levels.

Previous 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.

Current wording

During the three months ended March 31, 2026, our capital expenditures of $75.8 million exceeded our net cash provided by operating activities by $51.5 million, and we expect our capital expenditures to exceed the cash flows provided from operations through 2026, as we expand our Glo Fiber broadband network.

Previous wording

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, changes in tariffs, 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 ability to attract and maintain a sufficient customer base is critical to our ability to maintain positive cash flows from operations. The foregoing events individually or collectively could affect our results.

Current wording

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. Our ability to attract and maintain a sufficient customer base, particularly in our Broadband markets, is critical to our ability to maintain a positive cash flow from operations. The foregoing events individually or collectively could affect our results.

Previous wording

Other income, net increased by $0.6 million, or 59.2%, in the three months ended September 30, 2025 compared with the three months ended September 30, 2024, primarily due to a reclassification of gains on interest rate swap from accumulated other comprehensive income to the Company’s unaudited condensed consolidated statements of operations.

Current wording

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS