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SHENANDOAH TELECOMMUNICATIONS CO/VA/

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 28, 2026

SHEN$9.65-0.7%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Unaudited Condensed Consolidated Balance Sheets3
Unaudited Condensed Consolidated Statements of Operations4
Unaudited Condensed Consolidated Statements of Comprehensive Loss5
Unaudited Condensed Consolidated Statements of Temporary Equity and Shareholders’ Equity6
Unaudited Condensed Consolidated Statements of Cash Flows8
Notes to Unaudited Condensed Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures about Market Risk34
Item 4.Controls and Procedures34
PART II.OTHER INFORMATION
Item 1.Legal Proceedings35
Item 1A.Risk Factors35
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds35
Item 5.Other Information36
Item 6.Exhibits37
Signatures38

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)September 30,2026December 31,2025
ASSETS
Current assets:
Cash and cash equivalents$18,647$27,259
Restricted cash and cash equivalents27,00920,945
Accounts receivable, net of allowance for credit losses of $1,389 and $829, respectively22,38531,497
Income taxes receivable3,4472,544
Prepaid expenses and other16,61715,198
Total current assets88,10597,443
Investments16,30816,510
Property, plant and equipment, net1,711,1441,601,609
Goodwill67,53867,538
Intangible assets, net88,17389,353
Operating lease right-of-use assets19,01619,657
Deferred charges and other assets18,96518,652
Total assets$2,009,249$1,910,762
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$68,219$61,355
Advanced billings and customer deposits18,46916,909
Accrued compensation16,81613,334
Current operating lease liabilities2,6462,819
Accrued liabilities and other17,16414,079
Total current liabilities123,314108,496
Long-term debt, net of unamortized loan fees747,091628,237
Other long-term liabilities:
Deferred income taxes147,921157,618
Benefit plan obligations4,4394,150
Non-current operating lease liabilities10,14310,632
Other liabilities32,36732,340
Total other long-term liabilities194,870204,740
Commitments and contingencies (Note 13)
Temporary equity:
Redeemable noncontrolling interest93,32188,506
Shareholders’ equity:
Common stock, no par value, authorized 96,000; 55,365 and 54,899 issued and outstanding at September 30, 2026 and December 31, 2025, respectively——
Additional paid in capital164,531157,216
Retained earnings686,122723,567
Total shareholders’ equity850,653880,783
Total liabilities, temporary equity and shareholders’ equity$2,009,249$1,910,762
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Service revenue and other$93,934$89,796$279,549$266,262
Operating expenses:
Cost of services, exclusive of depreciation and amortization32,91932,38497,44698,038
Selling, general and administrative29,15329,79193,56290,526
Restructuring, integration and acquisition1522932,7261,009
Depreciation and amortization33,68734,49299,27799,053
Total operating expenses95,91196,960293,011288,626
Operating loss(1,977)(7,164)(13,462)(22,364)
Other (expense) income:
Interest expense(10,497)(6,789)(29,628)(17,684)
Other income, net2461,5897635,337
Loss before income taxes(12,228)(12,364)(42,327)(34,711)
Income tax benefit(3,048)(2,974)(9,697)(7,141)
Net loss(9,180)(9,390)(32,630)(27,570)
Dividends on redeemable noncontrolling interest1,6331,5234,8154,492
Net loss attributable to common shareholders$(10,813)$(10,913)$(37,445)$(32,062)
Net loss per share attributable to common shareholders, basic and diluted:
Net loss per share$(0.19)$(0.20)$(0.67)$(0.58)
Weighted average shares outstanding55,81455,15055,71555,083
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Net loss$(9,180)$(9,390)$(32,630)$(27,570)
Other comprehensive loss:
Net change in unrealized gain—187—147
Amounts reclassified from accumulated other comprehensive loss—(834)—(1,647)
Comprehensive loss(9,180)(10,037)(32,630)(29,070)
Dividends on redeemable noncontrolling interest1,6331,5234,8154,492
Comprehensive loss attributable to common shareholders$(10,813)$(11,560)$(37,445)$(33,562)
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY
(in thousands)
Redeemable Noncontrolling Interest · Common Stock
SharesAmountShares (no par value)Additional Paid in CapitalRetained EarningsAccumulated Other Comprehensive IncomeTotal Shareholders’ Equity
Balance, June 30, 202681$91,68855,364$163,003$696,935$—$859,938
Net loss————(9,180)—(9,180)
Stock-based compensation———1,517——1,517
Common stock issued——111——11
Preferred stock dividends - paid in kind—1,633——(1,633)—(1,633)
Balance, September 30, 202681$93,32155,365$164,531$686,122$—$850,653
Redeemable Noncontrolling Interest · Common Stock
SharesAmountShares (no par value)Additional Paid in CapitalRetained EarningsAccumulated Other Comprehensive IncomeTotal Shareholders’ Equity
Balance, December 31, 202581$88,50654,899$157,216$723,567$—$880,783
Net loss————(32,630)—(32,630)
Stock-based compensation——5989,083——9,083
Common stock issued——336——36
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards——(135)(1,804)——(1,804)
Preferred stock dividends - paid in kind—4,815——(4,815)—(4,815)
Balance, September 30, 202681$93,32155,365$164,531$686,122$—$850,653
Redeemable Noncontrolling Interest · Common Stock
SharesAmountShares of Common Stock (no par value)Additional Paid in CapitalRetained EarningsAccumulated Other Comprehensive IncomeTotal Shareholders’ Equity
Balance, June 30, 202581$85,43354,897$153,116$747,848$1,000$901,964
Net loss————(9,390)—(9,390)
Unrealized gain on interest rate hedge, net of tax—————187187
Amounts reclassified from accumulated other comprehensive income—————(834)(834)
Stock-based compensation———2,260——2,260
Common stock issued——114——14
Preferred stock dividends—1,523——(1,523)—(1,523)
Balance, September 30, 202581$86,95654,898$155,390$736,935$353$892,678
Redeemable Noncontrolling Interest · Common Stock
SharesAmountShares of Common Stock (no par value)Additional Paid in CapitalRetained EarningsAccumulated Other Comprehensive IncomeTotal Shareholders’ Equity
Balance, December 31, 202481$82,46454,605$147,733$768,997$1,853$918,583
Net loss————(27,570)—(27,570)
Unrealized gain on interest rate hedge, net of tax—————147147
Amounts reclassified from accumulated other comprehensive income—————(1,647)(1,647)
Stock-based compensation——3758,650——8,650
Common stock issued——342——42
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards——(85)(1,035)——(1,035)
Preferred stock dividends - paid in kind—4,492——(4,492)—(4,492)
Balance, September 30, 202581$86,95654,898$155,390$736,935$353$892,678
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)Nine Months EndedSeptember 30,
20262025
Cash flows from operating activities:
Net loss$(32,630)$(27,570)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization98,06297,611
Amortization of intangible assets1,2151,442
Stock-based compensation expense, net of amount capitalized8,4277,970
Deferred income taxes(9,697)(7,103)
Provision for credit losses1,4021,481
Other, net2,905(97)
Changes in assets and liabilities:
Accounts receivable(1,443)2,234
Current income taxes(903)187
Operating lease assets and liabilities, net(119)(513)
Other assets(1,329)(3,176)
Accounts payable3,2881,462
Other deferrals and accruals7,467531
Net cash provided by operating activities - continuing operations76,64574,459
Net cash used in operating activities - discontinued operations—(2,251)
Net cash provided by operating activities76,64572,208
Cash flows from investing activities:
Capital expenditures(215,014)(251,546)
Government grants received22,10939,884
Proceeds from escrow related to business acquisition—6,471
Cash disbursed for acquisitions, net of cash acquired—(5,000)
Proceeds from sale of assets and other783276
Net cash used in investing activities(192,122)(209,915)
Cash flows from financing activities:
Proceeds from credit facility borrowings144,500125,000
Principal payments on long-term debt(27,000)(7,607)
Payments for debt issuance and amendment costs(429)(951)
Taxes paid for equity award issuances(1,804)(1,035)
Payments for financing arrangements and other(2,338)(1,351)
Net cash provided by financing activities112,929114,056
Net decrease in cash and cash equivalents(2,548)(23,651)
Cash, cash equivalents, and restricted cash, beginning of period48,20446,272
Cash, cash equivalents, and restricted cash, end of period$45,656$22,621
Supplemental Disclosures of Cash Flow Information
Interest paid, net of amounts capitalized$(27,063)$(16,272)
Income taxes paid$(903)$(1,955)

The following table provides the composition of the company’s cash, cash equivalents, and restricted cash balances as of September 30, 2026 and December 31, 2025 as shown above:

(in thousands)September 30,2026December 31,2025
Cash and cash equivalents$18,647$27,259
Restricted cash27,00920,945
Cash, cash equivalents, and restricted cash$45,656$48,204

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation and Other Information

Shenandoah Telecommunications Company and its subsidiaries (collectively, “Shentel”, “we”, “our”, “us”, or the “Company”) provide broadband data, 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 (“HFC”) 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 digital subscriber line (“DSL”) 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 a fiber network.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our Annual Report on Form 10-K for theyear ended December 31, 2025.

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an on-going basis we evaluate estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, impairment of goodwill and indefinite-lived intangible assets, realizability of intangible assets subject to amortization and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

New Accounting Standards

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, “Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative,” (“ASU 2023-06”), which aligns the disclosure and presentation requirements of a variety of the FASB’s Accounting Standards Codification (“ASC”) Topics with the requirements described in the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes; however, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently assessing the impact of adopting ASU 2023-06; however, the ASU is not expected to have a material effect on the Company's current financial position, results of operations or financial statement disclosures.

In November 2024, FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”). This accounting update requires disclosure of disaggregated expense in prescribed categories underlying any relevant income statement expense caption. The updated disclosure requirements are to be adopted for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently assessing the impact of adopting ASU 2024-03 on the consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”). This accounting update establishes guidance for the recognition, measurement, presentation and disclosure of government grants. The updated requirements are effective for public business entities for annual reporting periods beginning after December 15, 2028, and interim periods therein, with early adoption permitted. The Company is currently assessing the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.

In April 2026, the FASB issued ASU 2026-01, “Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock” (“ASU 2026-01”). This accounting update clarifies the initial measurement of paid‑in‑kind dividends on equity‑classified preferred stock. The updated requirements are effective for public business entities or annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The Company is currently assessing the impact of adopting ASU 2026-01 on its consolidated financial statements and related disclosures.

There have been no additional material developments related to recently issued accounting standards beyond those noted above, including the expected dates of adoption and estimated effects on the Company’s unaudited condensed consolidated financial statements and note disclosures from those disclosed in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025, that would be expected to impact the Company.

Note 2. Revenue from Contracts with Customers

The Company’s revenues by activity type were as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2026202520262025
Residential & SMB - Incumbent Broadband Markets1$39,103$41,935$120,528$128,131
Residential & SMB - Glo Fiber Expansion Markets228,16621,30579,28359,545
Commercial Fiber21,12619,95763,05459,052
RLEC & Other5,5396,59916,68419,534
Service revenue and other$93,934$89,796$279,549$266,262
  1. 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 fiber to the home (“FTTH”) networks in incumbent markets.

  2. 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.

Shentel had $21.9 million and $19.5 million of gross trade receivables from customers as of September 30, 2026 and December 31, 2025, respectively.

Contract Assets and Liabilities

The following table presents the Company’s contract asset and contract liability balances and their respective locations in the unaudited condensed consolidated balance sheets:

(in thousands)September 30,2026December 31,2025
Contract assets
Prepaid expenses and other$4,561$3,818
Deferred charges and other11,7669,288
Total contract assets$16,327$13,106
Contract liabilities
Advanced billings and customer deposits$14,795$13,436
Other liabilities11,06611,139
Total contract liabilities$25,861$24,575

The Company’s contract assets primarily include commissions incurred to acquire contracts with customers. The Company incurs commission expenses related to in-house sales teams and third-party vendors which are capitalized and amortized over the expected customer benefit period, which is approximatelysix years. The Company recognized $1.2 million and $1.0 million in amortization of capitalized commission expenses during the three months ended September 30, 2026 and 2025, respectively. The Company recognized $3.3 million and $2.9 million in amortization of capitalized commission expenses during the nine months ended September 30, 2026 and 2025, respectively. This expense is recorded in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations.

The Company’s contract liabilities include services that are billed in advance and recorded as deferred revenue, as well as installation fees that are charged upfront without transfer of commensurate goods or services to the customer. Shentel expects its current contract liability balances to be recognized as revenues during the twelve-month period following the respective balance sheet date. The majority of Shentel’s non-current contract liability balance is expected to be recognized as revenues within approximately 4 years. Revenues recognized related to contract liabilities existing at January 1, 2026 and 2025 were $0.9 million and $0.6 million for the three months ended September 30, 2026 and 2025, respectively, and $12.7 million and $11.3 million during the nine months ended September 30, 2026 and 2025, respectively.

Note 3. Investments

Investments consisted of the following:

(in thousands)September 30,2026December 31,2025
SERP investments at fair value$3,303$3,056
Cost method investments12,85313,250
Equity method investments152204
Total investments$16,308$16,510

SERP investments at fair value: The fair value of the supplemental executive retirement plan (“SERP”) investments is based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy.

Cost method investments: Shentel’s primary cost method investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of the Company’s cost method investments with a balance of $12.2 million and $12.6 million as of September 30, 2026 and December 31, 2025, respectively. As further described in Note 8, Debt, on December 5, 2025, Shentel completed a refinancing of the Company’s debt arrangements which resulted in the repayment of the outstanding long-term debt obligations under the Previous Credit Agreement. CoBank patronage income will no longer be earned beginning in 2026.

Note 4. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

($ in thousands)Estimated Useful LivesSeptember 30,2026December 31,2025
Land$4,145$4,498
Land improvements10 years3,5383,699
Buildings and structures10 - 45 years52,55854,562
Cable and fiber12 - 30 years1,718,3671,519,669
Equipment and software4 - 12 years496,977476,939
Total plant in service2,275,5852,059,367
Plant under construction141,678181,060
Total property, plant and equipment2,417,2632,240,427
Less: accumulated depreciation and amortization(706,119)(638,818)
Property, plant and equipment, net$1,711,144$1,601,609

Property, plant and equipment, net increased primarily due to capital expenditures to support the Company’s Glo Fiber market expansion. The Company’s accounts payable as of September 30, 2026 and December 31, 2025 included amounts associated with capital expenditures of approximately $59.2 million and $55.6 million, respectively.

Depreciation and amortization expense was $33.3 million and $34.0 million during the three months ended September 30, 2026 and 2025, respectively, of which $0.8 million and $3.2 million represents write-offs of plant under construction inventory assets. Depreciation and amortization expense was $98.1 million and $97.6 million during the nine months ended September 30, 2026 and 2025, respectively, of which $3.8 million and $7.4 million represents write-offs of plant under construction inventory assets. The write-off primarily related to permitting and engineering costs for markets abandoned due to changing market returns. The amounts are presented in depreciation and amortization in the Company’s unaudited condensed consolidated statements of operations.

Note 5. Goodwill and Intangible Assets

Goodwill and intangible assets consisted of the following:

September 30, 2026December 31, 2025
(in thousands)GrossCarryingAmountAccumulated Amortization and OtherNetGrossCarryingAmountAccumulated Amortization and OtherNet
Goodwill$67,538$—$67,538$67,538$—$67,538
Indefinite-lived intangibles:
Cable franchise rights64,334—64,33464,334—64,334
FCC Spectrum licenses12,122—12,12212,122—12,122
Railroad crossing rights and other591—591557—557
Total indefinite-lived intangibles77,047—77,04777,013—77,013
Finite-lived intangibles:
Subscriber relationships43,012(31,987)11,02543,012(30,792)12,220
Other intangibles537(436)101537(417)120
Total finite-lived intangibles43,549(32,423)11,12643,549(31,209)12,340
Total intangible assets$120,596$(32,423)$88,173$120,562$(31,209)$89,353

Amortization expense was $0.4 million and $0.5 million during the three months ended September 30, 2026 and 2025, respectively, and $1.2 million and $1.4 million during the nine months ended September 30, 2026 and 2025, respectively.

As of October 1, 2025, management concluded that the estimated fair value of the broadband reporting unit exceeded the carrying value by 8%. During the three and nine months ended September 30, 2026, the Company performed goodwill impairment monitoring procedures and identified no indicators of impairment or triggering events. The Company is currently performing its annual goodwill impairment analysis of the broadband reporting unit, which is not complete as of the date of this filing. The Company will continue to monitor its reporting unit for any triggers that could impact recoverability of goodwill.

Note 6. Other Assets and Accrued Liabilities

Prepaid expenses and other, classified as current assets, included the following:

(in thousands)September 30,2026December 31,2025
Prepaid maintenance expenses$7,438$7,055
Broadband contract acquisition costs4,5613,818
Other4,6184,325
Prepaid expenses and other$16,617$15,198

Deferred charges and other assets, classified as long-term assets, included the following:

(in thousands)September 30,2026December 31,2025
Broadband contract acquisition costs$11,766$9,288
Other7,1999,364
Deferred charges and other assets$18,965$18,652

Accrued liabilities and other, classified as current liabilities, included the following:

(in thousands)September 30,2026December 31,2025
Accrued programming costs$3,371$3,232
Other13,79310,847
Accrued liabilities and other$17,164$14,079

Other liabilities, classified as long-term liabilities, included the following:

(in thousands)September 30,2026December 31,2025
Noncurrent portion of deferred revenue$26,443$27,246
Other5,9245,094
Other liabilities$32,367$32,340

Reduction in Force

On February 23, 2026, the Company announced a reduction in force of approximately 10% of its employees to prepare and align the business with the wind-down of the Glo Fiber construction phase that is expected to be substantially complete by the end of 2026. During the three and nine months ended September 30, 2026, Shentel recorded $0.1 million and $2.3 million, respectively, in severance expense, included in restructuring, integration and acquisition expense in the unaudited condensed consolidated statements of operations. For the nine months ended September 30, 2026, the Company made severance payments of $0.5 million.

Note 7. Leases

The Company leases various broadband network sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.

The components of lease costs were as follows:

Classification · Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
(in thousands) · 2026 · 2025 · 2026 · 2025
Finance lease cost
Amortization of leased assetsDepreciation and amortization$190$175$576$543
Interest on lease liabilitiesInterest expense562215168
Operating lease costOperating expense11,0131,1493,0453,554
Lease cost$1,259$1,346$3,772$4,165

(1)Operating lease expense is presented in cost of services or selling, general and administrative expense based on the use of the relevant facility.

The following table summarizes the expected maturity of lease liabilities as of September 30, 2026:

(in thousands)Operating LeasesFinance LeasesTotal
2026 (remainder of the year)$892$2,359$3,250
20273,2234403,663
20282,5104442,955
20291,9634492,412
20301,6394512,090
2031 and thereafter7,2675,01312,280
Total lease payments17,4949,15626,650
Less: Interest(4,705)(3,419)(8,124)
Present value of lease liabilities$12,789$5,737$18,526

Other information related to operating and finance leases was as follows:

September 30,2026December 31,2025
Finance leases
Weighted average remaining lease term (years)16.317.3
Weighted average discount rate6.9%6.5%
Operating leases
Weighted average remaining lease term (years)8.58.4
Weighted average discount rate6.6%6.3%
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2026202520262025
Cash paid for operating lease liabilities$1,111$1,050$3,332$3,454
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases)793852,266508

The Company also has other operating lease arrangements which generate revenue from leasing the excess fiber capacity of its fiber network assets. Contract terms for these arrangements can range from 1 to 40 years and are billed monthly. Lease revenue from these arrangements was $1.8 million and $5.2 million for the three and nine months ended September 30, 2026, respectively, and $1.7 million and $5.1 million for the three and nine months ended September 30, 2025, respectively. These amounts are presented in service revenue and other in the Company’s unaudited condensed consolidated statements of operations. Contractual minimum rental receipts expected under the lease agreements in place as of September 30, 2026 is as follows:

(in thousands)Operating Leases
2026 (remainder of the year)$918
20273,969
20283,759
20293,519
20303,260
2031 and thereafter15,898
Total$31,323

Note 8. Debt

Shentel’s outstanding long-term debt obligations as of September 30, 2026 and December 31, 2025 are as follows:

(in thousands)Interest RatesSeptember 30,2026December 31,2025
Shentel Issuer Class A-2 Notes5.64%$489,142$489,142
Shentel Issuer Class B Notes6.03%78,26378,263
Shentel Issuer Variable Funding Note ("VFN")Floating(1)74,500—
Shentel Broadband Revolving Credit Facility ("RCF")Floating(2)118,00075,000
Total debt759,905642,405
Less: unamortized loan fees(12,814)(14,168)
Long-term debt, net of unamortized loan fees$747,091$628,237

(1)The VFN bears interest at one-month term SOFR plus a fixed margin. This interest rate was 5.66% at September 30, 2026.

(2)The RCF bears interest at one-month term SOFR plus a margin. The margin is variable and determined by the Company’s net leverage ratio. This interest rate was 6.66% at September 30, 2026 and 6.19% at December 31, 2025.

Refinancing Activities

Shentel Broadband, an indirect wholly owned subsidiary of Shentel, previously had a credit agreement which contained (i) a $150 million revolving credit facility (the “Revolver”) and $525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with Revolver, the “Previous Credit Agreement”). On December 5, 2025, Shentel, through formation of Shentel Guarantor LLC, Shentel Issuer LLC (“Shentel Issuer”), Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Entities"”), completed a refinancing of the Previous Credit Agreement with an Asset Backed Securitization (“ABS”) financing, secured by most of our fiber businesses, which resulted in the issuance of the Class A-2 Notes, Class B notes, the VFN, and a Liquidity Funding Note (“LFN”) (collectively, the “ABS Notes”). Concurrently, Shentel Broadband entered into a new RCF and the Company used the proceeds from the issuance of the ABS Notes and RCF to repay the outstanding long-term debt obligation under the Previous Credit Agreement.

The ABS Notes include $489.1 million and $78.3 million in borrowed Class A-2 Notes and Class B Notes, respectively. In connection with the same ABS Indenture, Shentel Issuer issued the VFN which has a borrowing capacity of $175.0 million, of which Shentel has borrowed $74.5 million for the nine month period ended September 30, 2026. As of September 30, 2026, the available capacity of the VFN was $16.3 million. The available capacity of the VFN will increase based on the secured fiber network revenue growth from Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (each a bankruptcy-remote subsidiary of the Company), multiplied by (i) a margin as defined in the agreements governing the VFN (the “ABS Indenture”) and (ii)6.25 x multiple.

Also, in connection with the same ABS Indenture, Shentel Issuer issued the LFN which has an undrawn borrowing commitment of $25.0 million. Shentel Issuer may draw on the LFN solely for the purpose of funding amounts due and payable for certain Priority of Payments as defined in the ABS Indenture and when restricted cash funds required by ABS Indenture are insufficient.

The RCF, as amended March 20, 2026, has a borrowing capacity of $175.0 million, of which Shentel has borrowed $118.0 million as of September 30, 2026.

Fair Values

The carrying amounts of the Company’s long-term debt under the Previous Credit Agreements, which had floating interest rates, approximated their fair values. Similarly, the carrying amount of the Company’s VFN and RCF, each of which has a floating interest rate, approximates its fair value. The estimated fair values of Shentel’s Class A-2 Notes and Class B Notes were based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities. The fair values of Shentel’s the Class A-2 Notes and Class B Notes were as follows:

(in thousands)September 30,2026December 31,2025
Shentel Issuer Class A-2 Notes$476,278$494,278
Shentel Issuer Class B Notes76,33877,676

Commitment Fees

Shentel is charged commitment fees on unutilized portions of its debt. The Company recorded $0.2 million and $0.7 million related to these fees for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $0.6 million related to these fees for the three and nine months ended September 30, 2025, respectively, which are included in interest expense in the unaudited condensed consolidated statements of operations.

Interest Expense

Shentel pays interest on a monthly basis. Interest expense recorded in Shentel’s unaudited condensed consolidated statements of operations consisted of the following:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2026202520262025
Interest expense$12,039$9,574$34,410$25,569
Less: capitalized interest(1,542)(2,785)(4,782)(7,885)
Interest expense, net of capitalized interest$10,497$6,789$29,628$17,684

Maturity Dates and Other Information

Shentel Broadband’s debt includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.

The ABS Notes have a contractually stated anticipated repayment date (“ARD”) of December 2030 with the exception of the VFN described below. The legal final maturity date of each class of the ABS Notes is in December 2055. If Shentel has not repaid or refinanced any of the ABS Notes prior to the relevant ARD, the ABS Indenture requires mandatory prepayment of Note principal on each payment date on a pro-rata basis based on the alphanumerical designation of each class of Notes and additional interest (2.0% per annum on Class A-2 Notes,2.4% per annum on Class B Notes, and 5.0% per annum on VFN) will be charged until the Notes are refinanced or fully redeemed. Amortization on Shentel Issuer’s ABS Notes could be required prior to the ARD if Shentel Issuer’s debt service coverage ratio is below certain thresholds in the ABS Indenture.

Shentel Issuer has not made any borrowings under its LFN as of September 30, 2026. Amounts borrowed under the LFN do not have an anticipated repayment date and have a final maturity date of December 2055.

Shentel Issuer’s VFN matures on December 5, 2029 which may be extended, at the option of Shentel, to December 5, 2030, subject to the satisfaction of certain conditions. No principal payments on Shentel’s VFN are required prior to the final maturity date.

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.

Shentel has executed letter of credit arrangements totaling $7.2 million that reduce the available balance of the RCF. The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information government grant program, discussed further in Note 12, Government Grants. These amounts are not considered borrowed, as no cash has been disbursed to Shentel or other parties.

The ABS Notes and the VFN are guaranteed by Shentel Asset Entity I LLC, Shentel Asset Entity II LLC and the Shentel Issuer’s parent, Shentel Guarantor LLC (each, a “Notes Guarantor” and together with Shentel Issuer LLC, the “ABS Entities”), and such guarantees and the ABS Notes are secured by security interests in the equity interests the ABS Issuer and substantially all of the assets of the ABS Issuer and the other ABS Entities. The ABS Entities are not in any way liable for the obligations of Shentel Broadband or its non-ABS Entities. Likewise, Shentel and its non-ABS Entities have no recourse to the loans of the ABS Entities.

The RCF is fully secured by a pledge and unconditional guarantee from substantially all of Shentel Broadband’s subsidiaries, excluding the ABS Entities. This provides the lenders a security interest in substantially all of the assets of the Company, excluding assets held by the ABS Entities.

Variable Interest Entities

Under the ASC 810, Consolidation (“ASC 810”), the ABS Entities are considered, as a whole, a variable interest entity (“VIE”) and are consolidated in Shentel’s consolidated financial statements because the Company is the primary beneficiary with both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity. Therefore, the assets and liabilities owned by the ABS Entities and related to Shentel’s VIE arrangements are used to service the obligations under Shentel's ABS Notes and may not be freely transferred to the Non-ABS Entities. Additionally, certain cash and cash equivalent amounts may be restricted from general use by Shentel based on covenants related to the ABS Notes.

The assets and liabilities related to Shentel’s VIE arrangements included in the Company’s unaudited condensed consolidated balance sheets were as follows:

(in thousands)September 30,2026December 31,2025
ASSETS
Restricted cash and cash equivalents$27,009$20,945
Accounts receivable9,86812,580
Prepaid expenses and other6,0955,344
Property, plant and equipment, net819,838793,874
Intangible assets, net7,5158,234
Operating lease right-of-use assets9,99710,199
Deferred charges and other assets127,693129,635
Total assets$1,008,015$980,811
LIABILITIES
Accounts payable$11,603$7,561
Advanced billings and customer deposits10,2548,953
Current operating lease liabilities1,1401,236
Accrued liabilities and other4,6302,658
Long-term debt, less current maturities, net of unamortized loan fees629,472554,288
Non-current operating lease liabilities4,9154,925
Other liabilities29,09628,703
Total liabilities$691,110$608,324

Note 9. Income Taxes

The Company files U.S. federal income tax returns and various state income tax returns. The Company is currently involved in one state and no federal income tax audits as of September 30, 2026. The Company’s income tax returns are generally open to examination from 2022 forward. The net operating losses acquired from Horizon are open to examination from 2013 forward.

The effective tax rates for the three and nine months ended September 30, 2026 and 2025, differ from the statutory U.S. federal income tax rate of 21% primarily due to the state income taxes, excess tax benefits and other discrete items.

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2026202520262025
Expected tax benefit at federal statutory rate$(2,568)$(2,596)$(8,889)$(7,289)
State income tax benefit, net of federal tax effect(651)(667)(2,256)(1,873)
Excess tax deficiency from share-based compensation and other expense, net1712891,4482,021
Income tax benefit$(3,048)$(2,974)$(9,697)$(7,141)

The Company made $0.9 million in payments and receivedno refunds for income taxes during the nine months ended September 30, 2026. The Company made $2.3 million in payments and received $0.3 million in refunds for income taxes for the nine months ended September 30, 2025.

Note 10. Redeemable Noncontrolling Interest

On October 24, 2023, Shentel Broadband Holding Inc. (“Shentel Broadband”), a wholly-owned subsidiary of Shentel, entered into an investment agreement (the “Investment Agreement”) with ECP Fiber Holdings, LP, a Delaware limited partnership (“ECP Investor”), and, solely for the limited purposes set forth therein, Hill City Holdings, LP, a Delaware limited partnership affiliated with ECP Investor. Subject to the terms and conditions set forth in the Investment Agreement, on April 1, 2024, Shentel Broadband issued to ECP Investor 81,000 shares of Shentel Broadband’s 7% Series A Participating Exchangeable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share in exchange for $81 million in cash. As of September 30, 2026,100,000 shares of the Series A Preferred Stock were authorized for issuance and 81,000 shares of the Series A Preferred Stock were outstanding.

The Series A Preferred Stock is exchangeable at the option of the Investor in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share, which may be adjusted pursuant to the terms of the Investment Agreement. As of September 30, 2026, the Series A Preferred Stock was exchangeable for 3,875,154 shares of Common Stock.

Dividends on the Series A Preferred Stock accrue at 7% per annum compounded and payable quarterly in arrears, and, at Shentel’s option, may be paid in cash or in kind (such dividends paid in kind, “PIK Dividends”). The Company has historically elected to issue PIK Dividends which increase the liquidation preference of the Series A Preferred Stock. As of September 30, 2026, the Series A Preferred Stock had a liquidation preference of $94.9 million.

Note 11. Stock Compensation and Earnings (Loss) per Share

Activity related to the Company’s equity compensation, which includes the Company’s restricted stock units (“RSUs”) and performance stock units (“PSUs”), was as follows:

(in thousands, except weighted average grant price)Number of SharesWeighted Average Grant Price
Outstanding awards, December 31, 20251,187$15.39
Granted73213.44
Vested(503)15.82
Forfeited(45)13.74
Outstanding awards, September 30, 20261,371$14.24

The total fair value of RSUs and PSUs vested was $6.8 million during the nine months ended September 30, 2026.

Activity related to the Company’s Relative Total Shareholder Return RSUs (“RTSRs”) was as follows:

(in thousands, except weighted average grant price)Number of SharesWeighted Average Grant Price
Outstanding awards, December 31, 2025360$15.77
Granted11813.42
Vested——
Forfeited(15)12.68
Outstanding awards, September 30, 2026463$15.27

Stock-based compensation expense was as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2026202520262025
Stock compensation expense$1,517$2,260$9,083$8,650
Capitalized stock compensation(191)(194)(656)(680)
Stock compensation expense, net$1,326$2,066$8,427$7,970

As of September 30, 2026, there was $7.8 million of total unrecognized compensation cost related to non-vested RSUs, PSUs, and RTSRs which is expected to be recognized over weighted average period of 2.4 years.

The following table indicates the computation of basic and diluted earnings (loss) per share:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands, except per share amounts)2026202520262025
Calculation of net loss per share:
Net loss$(9,180)$(9,390)$(32,630)$(27,570)
Amounts attributable to common shareholders
Net loss attributable to common shareholders$(10,813)$(10,913)$(37,445)$(32,062)
Basic and diluted weighted average shares outstanding55,81455,15055,71555,083
Per share amounts attributable to common shareholders
Net loss per share$(0.19)$(0.20)$(0.67)$(0.58)

The Company applies the two-class method when computing net loss per share attributable to common shareholders as the Company has issued preferred stock that meets the definition of a participating security. The Company considers Series A Preferred Stock to be a participating security as the holders are entitled to receive cumulative dividends.

The Company determines the dilutive impact of the Series A Preferred Stock (on an as-converted basis) and the equity awards by applying the if-converted method and the treasury stock method, respectively. The following table presents potentially dilutive instruments:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2026202520262025
Potentially dilutive shares related to the Series A Preferred Stock3,8753,6153,8753,615
Potentially dilutive equity awards669664618468
Total potentially dilutive instruments4,5444,2794,4934,083

Potentially dilutive instruments were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company’s income loss for the periods.

Note 12. Government Grants

The Company was awarded $152.3 million in grants to build broadband services to unserved residencies in Virginia, Maryland, West Virginia and Ohio and upgrade the middle mile network in Ohio. The Company has substantially completed its grant obligations in Virginia as of September 2026 and expects to substantially complete the remaining obligations by year-end 2026.

The purpose of the grant programs described above was to subsidize the expansion of the Company’s broadband network; therefore, most amounts recognized under these programs have been recorded as a reduction to the related property, plant and equipment, and cash receipts are presented as cash flows from investing activities in the Company’s unaudited condensed consolidated statements of cash flows. One government grant allows reimbursements for direct capital expenditures and indirect operating expenses. The portion of government grant reimbursements related to indirect expenses are recorded as reductions of the related cost of service expense or selling, general and administrative expense in the Company’s unaudited condensed consolidated statements of operations and are presented as cash flows from operating activities in the Company’s unaudited condensed consolidated statements of cash flows.

The Company recognizes grant receivables at the time it becomes probable that the Company will be eligible to receive the grant, which is estimated to correspond with the date when specified build-out milestones are achieved. As a result of these programs, and inclusive of reimbursement for indirect expenses, the Company received $23.8 million and $39.9 million in cash receipts during the nine months ended September 30, 2026 and 2025, respectively, and had approximately $1.3 million and $10.5 million in accounts receivable as of September 30, 2026 and December 31, 2025, respectively.

Note 13. Commitments and Contingencies

We are committed to make payments to satisfy our lease liabilities. The scheduled payments under those obligations are summarized in Note 7, Leases. We also have outstanding unconditional purchase commitments to procure marketing services and IT software licenses through 2031.

From time to time the Company is involved in various litigation matters arising out of the normal course of business. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. The Company’s management does not believe that the final outcome of any matters that we are currently involved in are reasonably likely to have a material adverse effect on our business, financial condition, results of operations or cash flows.

Note 14. Segment Information

The Company operates asone segment. The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies as described inour Annual Report on Form 10-K for theyear ended December 31, 2025.

The Company’s Chief Operating Decision Maker (“CODM”) assesses company performance at a consolidated level and decides how to allocate resources based on Earnings before Interest, Taxes, Depreciation and Amortization, as adjusted for certain non-recurring items, (“Adjusted EBITDA”) from operations of the Broadband business.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The CODM uses (loss) income from operations and Adjusted EBITDA to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the operations of the Company or for other purposes, such as for acquisitions or to pay dividends.

Adjusted EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA to analyze the Company’s growth by monitoring current results versus prior year results. The analyses are used in assessing performance of the Company and in establishing management’s compensation.

Adjusted EBITDA is a non-GAAP financial measure. The Company defines Adjusted EBITDA as income or loss from operations calculated in accordance with GAAP, adjusted for the impact of depreciation and amortization, impairment expense, other income (expense) net, interest income, interest expense, income tax expense (benefit), stock compensation expense, transaction costs related to acquisition and disposition events (including professional advisory fees, integration costs, and related compensatory matters), restructuring expense, tax on equity award vesting and exercise events, and other non-comparable items. The Company believes that the exclusion of the expense and income items eliminated in calculating Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of the Company’s core operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to the Company’s ongoing operations. Accordingly, the Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating the Company’s operating results.

The following table summarizes the Company’s revenue, loss from operations, Adjusted EBITDA and significant expenses:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2026202520262025
Service revenue and other$93,934$89,796$279,549$266,262
Significant expenses and other items:
Cost of services exclusive of depreciation and amortization32,91932,38497,44698,038
Selling, general and administrative exclusive of stock-based compensation27,82727,72585,13582,556
Adjusted EBITDA33,18829,68796,96885,668
Stock-based compensation expense, net of amount capitalized1,3262,0668,4277,970
Restructuring, integration and acquisition1522932,7261,009
Depreciation and amortization33,68734,49299,27799,053
Interest expense10,4976,78929,62817,684
Other (income) expense, net1(246)(1,589)(763)(5,337)
Income tax benefit(3,048)(2,974)(9,697)(7,141)
Net loss$(9,180)$(9,390)$(32,630)$(27,570)

1 Other primarily includes patronage income, interest income, and benefit plan gains.

Note 15. Subsequent Events

On October 1, 2026, and pursuant to the securitization agreement governing the ABS Notes, the Company contributed approximately $238.6 million of gross additional fiber network assets and added approximately 116,500 homes passed and over 18,000 customers to the ABS Entities. The consolidated Trust collateral pool increased to approximately 431,200 homes passed and 102,200 data customers. The cash flow from these contributed assets will be used to service the obligations under Shentel's ABS Notes and the Company anticipates that the contribution of these assets will create additional available capacity on the VFN.

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