SHENANDOAH TELECOMMUNICATIONS CO/VA/

Previous wording

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

Current wording

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

Previous wording

RLEC & Other revenue decreased by $0.8 million, or 13.0%. The decrease was primarily due to a 28.0% decrease in DSL RGUs and $0.3 million decrease in government support revenue.

Current wording

RLEC & Other revenue decreased by $0.9 million, or 14.7%. The decrease was primarily due to the decrease in DSL RGUs and to a lesser extent a decrease in government support revenue.

Previous 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.

Current wording

Interest expense increased by $3.7 million, or 61.5%. The increase was primarily due to an increase in the Company’s outstanding debt as well as less capitalized interest due to less plant under construction than in prior year.

Previous 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.

Current wording

Residential & SMB - Glo Fiber Expansion Markets revenue increased by $12.9 million, or 33.7%. The increase was primarily due to a 32.9% increase in data RGUs driven by the Company’s increase in penetration rates and increase in passings.

Previous wording

Selling, general and administrative expense increased by $2.4 million, or 7.7%. The increase was primarily due to an increase in advertising costs and payroll costs driven by expansion of the Glo Fiber homes passed and higher stock compensation.

Current wording

Selling, general and administrative expense increased by $3.7 million, or 6.0%. The increase was primarily due to an increase in stock compensation, advertising costs and payroll costs driven by expansion of the Glo Fiber homes passed, as well as increased IT infrastructure maintenance expenses.

Previous wording

Restructuring, integration and acquisition expense increased by $1.9 million, or 378.4% and primarily relates to accrued severance costs associated with the previously announced reduction in force.

Current wording

Restructuring, integration and acquisition expense increased by $1.9 million, or 259.5%, primarily related to severance costs incurred associated with the previously announced reduction in force in 2026.

Previous wording

Depreciation and amortization increased by $5.5 million, or 18.7%. The increase was primarily due to the Company’s expansion of its Glo Fiber network and a $2.8 million write-off of project costs under construction for markets that construction was cancelled due to higher costs to build.

Current wording

Depreciation and amortization increased by $1.0 million, or 1.6%. The increase was primarily due to the Company’s expansion of its Glo Fiber network and $3.0 million in project cost write-offs for markets under construction but cancelled due to higher costs to build. The increase was partially offset by the $4.2 million write-off of inventory assets in the prior year.

Previous wording

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

Current wording

Income tax benefit increased by $2.5 million, or 59.6%. The increase was primarily due to higher pre-tax loss than in the prior year.

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 19,400 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 19,800 route miles of fiber.

Previous 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.

Current wording

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 $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.

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 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, 2026, the Company had received a total of $123.9 million in cash receipts and had $27.4 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 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.

Current wording

As of June 30, 2026, the Company’s total available liquidity was $158.9 million, consisting of (i) unrestricted cash and cash equivalents totaling $23.9 million; (ii) restricted cash as required by the ABS Indenture totaling $30.9 million (iii) $74.8 million of availability under Shentel Broadband’s RCF; (iv) $1.9 million under Shentel Issuer’s VFN; and (v) an aggregate of $27.4 million remaining reimbursements available under government grants, which reimbursements are subject to fulfilling the terms of the underlying agreements. In addition, the Company has $105.1 million of VFN commitments that are not available to draw as of June 30, 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) a 6.25x multiple.

Previous 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.

Current wording

Net cash provided by operating activities from operations was approximately $48.8 million during the six months ended June 30, 2026, representing an increase of $5.1 million compared with the prior year period, primarily driven by timing of changes in working capital.

Previous 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.

Current wording

Net cash used in investing activities from operations was approximately $124.8 million during the six months ended June 30, 2026, representing a decrease of $27.1 million compared with the prior year period. The $23.2 million decrease in capital expenditures was primarily driven by lower capital expenditures on government grant construction projects in Incumbent Broadband Markets, offset by a $3.3 million increase in cash receipts from government grant programs.

Previous 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.

Current wording

Net cash provided by financing activities from operations was approximately $82.6 million during the six months ended June 30, 2026, representing a decrease of $10.6 million compared with the prior year period. This decrease was primarily driven by an increase in payments made on the various debt facilities, and partially offset by increases in debt borrowings and payments on financing arrangements.

Previous 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.

Current wording

As of June 30, 2026, the Company’s net indebtedness was approximately $715.0 million, including $728.4 million in outstanding ABS Notes, the VFN, and the RCF, net of unamortized loan fees of $13.4 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 5.73% for the ABS Notes, VFN, and RCF at June 30, 2026.

Previous wording

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. Shentel Issuer’s VFN has an outstanding balance of $40.0 million. Shentel’s RCF has an outstanding balance of $100.0 million. The ABS Notes have a contractually stated anticipated repayment date (“ARD”) of December 2030 with the exception of the VFN. The initial anticipated repayment date for the VFN is December 2029 which may be extended, at the option of Shentel, to December 2030, subject to the satisfaction of certain conditions. Shentel has not made any borrowings under its LFN as of March 31, 2026. Amounts borrowed under the LFN do not have an anticipated repayment date. The legal final maturity date of each class of the ABS Notes is in December 2055. If Shentel has not repaid or refinanced any Series 2025-1 Notes prior to the relevant ARD, additional interest will accrue on outstanding principal. Shentel Broadband’s RCF matures on December 5, 2030. No principal payments on Shentel Broadband’s RCF are required prior to the final maturity date.

Current wording

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. Shentel Issuer’s VFN has an outstanding balance of $68.0 million. Shentel’s RCF has an outstanding balance of $93.0 million. The ABS Notes have a contractually stated anticipated repayment date (“ARD”) of December 2030 with the exception of the VFN. The initial anticipated repayment date for the VFN is December 2029 which may be extended, at the option of Shentel, to December 2030, subject to the satisfaction of certain conditions. Shentel has not made any borrowings under its LFN as of June 30, 2026. Amounts borrowed under the LFN do not have an anticipated repayment date. The legal final maturity date of each class of the ABS Notes is in December 2055. If Shentel has not repaid or refinanced any Series 2025-1 Notes prior to the relevant ARD, additional interest will accrue on outstanding principal. Shentel Broadband’s RCF matures on December 5, 2030. No principal payments on Shentel Broadband’s RCF are required prior to the final maturity date.

Previous 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.

Current wording

During the six months ended June 30, 2026, our capital expenditures of $146.2 million exceeded our net cash provided by operating activities by $97.4 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, 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.

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, and other conditions. Our ability to attract and maintain a sufficient customer base 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

During 2025, Shentel formed Shentel Guarantor LLC, Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Entities”), each a bankruptcy-remote subsidiary of the Company. 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”). As of March 31, 2026, all of the Company’s commercial fiber network assets and approximately 307,000 Glo Fiber passings were contributed to the ABS Asset Entities. The cash flow from these contributed assets are used to service the obligations under Shentel’s ABS Notes.

Current wording

During 2025, Shentel formed Shentel Guarantor LLC, Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Entities”), each a bankruptcy-remote subsidiary of the Company. 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”). As of June 30, 2026, all of the Company’s commercial fiber network assets and approximately 312,000 Glo Fiber passings were contributed to the ABS Asset Entities. The cash flow from these contributed assets are used to service the obligations under Shentel’s ABS Notes.

Previous wording

Our RCF requires consolidated financial statements of restricted subsidiaries under the RCF (the “Non-ABS Entities” or the “Restricted Subsidiaries”) and unrestricted subsidiaries (the “ABS Entities” or the “Unrestricted Subsidiaries”). Below is the unaudited condensed consolidating balance sheet as of March 31, 2026 and December 31, 2025, and the unaudited condensed consolidating statement of operations for the three months ended March 31, 2026.

Current wording

Our RCF requires consolidated financial statements of restricted subsidiaries under the RCF (the “Non-ABS Entities” or the “Restricted Subsidiaries”) and unrestricted subsidiaries (the “ABS Entities” or the “Unrestricted Subsidiaries”). Below are the unaudited condensed consolidating balance sheets as of June 30, 2026 and December 31, 2025, and the unaudited condensed consolidating statements of operations for the three and six months ended June 30, 2026.