SHENANDOAH TELECOMMUNICATIONS CO/VA/
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
View on SEC.govAbout 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
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0000354963-26-000209
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-28.
0000354963-26-000266
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 96 current paragraphs.
57 unchanged; 31 reworded; 8 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Recent Developments
Current report
Additions to ABS Trust
Current report
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.
Current report
Commercial Fiber revenue increased by $1.2 million, or 5.9%. The increase was due to increases in recurring revenue from additional circuit services sold to both new and existing customers.
Current report
Selling, general and administrative expense decreased by $0.6 million, or 2.1%. The decrease was partially due to lower advertising and stock compensation expense, offset in part by higher operating and property taxes, software maintenance expenses, and payroll related expenses.
Current report
Depreciation and amortization decreased by $0.8 million, or 2.3%. The decrease was primarily due to a $3.2 million decline in write-offs, partially offset by new depreciation associated with assets placed in service as part of the continued expansion of the Glo Fiber network.
Current report
Income tax benefit increased by $0.1 million, or 2.5%. The increase was primarily due to changes in the annual effective tax rate year over year.
Current report
Commercial Fiber revenue increased by $4.0 million, or 6.8%. The increase was due to increases in recurring revenue from additional circuit services sold to both new and existing customers.
Removed paragraphs (5)
Previous report
Commercial Fiber revenue increased by $1.9 million, or 9.8%. The increase was due to a combination of recurring revenue in the enterprise and carrier verticals, a non-cash sales-type lease of customer equipment and a negative non-cash deferred revenue adjustment for one of our national wireless carrier customers in the second quarter of 2025.
Previous report
Depreciation and amortization decreased by $4.5 million, or 12.8%. The decrease was primarily due to a $4.2 million write-off in the prior year related to inventory assets that were no longer planned to be used.
Previous report
Income tax benefit decreased by $0.5 million, or 16.6%. The decrease was primarily due to lower pre-tax loss than in the prior year.
Previous report
Commercial Fiber revenue increased by $2.8 million, or 7.2%. The increase was due to a combination of recurring revenue in the enterprise and carrier verticals, a non-cash sales-type lease of customer equipment and a negative non-cash deferred revenue adjustment for one of our national wireless carrier customers in the second quarter of 2025.
Previous report
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.
Reworded paragraphs (31)
Previous wording
Residential & SMB - Incumbent Broadband Markets revenue decreased by $2.6 million, or 6.0%. The decrease was primarily due to lower video and data revenue. Video revenue declined due to a 14.1% decrease in video RGUs as customers switched to streaming video services. Data revenue declined due to a 2.6% decline in data ARPU, driven in part by our rate card in markets where we face a fixed broadband competitor and in part due to our recently implemented rate card in lower demographic markets experiencing softer demand.
Current wording
Residential & SMB - Incumbent Broadband Markets revenue decreased by $2.8 million, or 6.8%. The decrease was primarily due to lower video and data revenue. Video revenue declined due to a 13.0% decrease in video RGUs as customers switched to streaming video services. Data revenue declined primarily due to a 3.0% decline in data ARPU, driven in part by our rate card in markets where we face a fixed broadband competitor and in part due to our recently implemented rate card in lower demographic markets experiencing softer demand.
Previous wording
Residential & SMB - Glo Fiber Expansion Markets revenue increased by $6.5 million, or 32.8%. The increase was primarily due to a 32.1% 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 $6.9 million, or 32.2%. The increase was primarily due to a 31.8% increase in data RGUs driven by the Company’s increase in penetration rates and increase in passings.
Previous 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.
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 Universal Service Fund (“USF”).
Previous wording
RLEC & Other revenue decreased by $1.8 million, or 13.8%. The decrease was primarily due to a 29.6% decrease in DSL RGUs and to a lesser extent a decrease in government support revenue.
Current wording
RLEC & Other revenue decreased by $1.1 million, or 16.1%. The decrease was primarily due to a 35.5% decrease in DSL RGUs and, to a lesser extent, a decrease in government support revenue.
Previous wording
Cost of services increased by $0.1 million, or 0.2%. The increase was primarily due to increased fleet maintenance and fuel expenses.
Current wording
Cost of services increased by $0.5 million, or 1.7%. The increase was partially due to increased building & fleet maintenance and fuel expenses as well as increased pole attachment rent expense from expansion of the Glo Fiber network and regulatory fees with the growth in customers.
Previous wording
Restructuring, integration and acquisition expense decreased by $0.1 million, or 35.0%, primarily due to fees incurred in the prior year to amend debt terms.
Current wording
Restructuring, integration and acquisition expense decreased by $0.1 million, or 48.1%, primarily due to transaction fees incurred in the prior year that did not recur in 2026.
Previous 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.
Current wording
Interest expense increased by $3.7 million, or 54.6%. 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
Other income, net decreased by $3.2 million, or 86.2%. The decrease was primarily due to a favorable settlement of the Horizon acquisition related escrow claim in the prior year as well as lower patronage income in the current year.
Current wording
Other income, net decreased by $1.3 million, or 84.5%. The decrease was primarily due to a reclassification of gains on interest rate swap from accumulated other comprehensive income in the prior year that did not recur in 2026, as well as lower patronage income.
Previous wording
Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Current wording
Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025
Previous wording
Residential & SMB - Incumbent Broadband Markets revenue decreased by $4.8 million, or 5.5%. The decrease was primarily due to lower video and data revenue. Video revenue declined due to a 14.3% decrease in video RGUs as customers switched to streaming video services. Data revenue declined due to a 2.1% decline in data ARPU, driven in part by our rate card in markets where we face a fixed broadband competitor and in part due to our recently implemented rate card in lower demographic markets experiencing softer demand.
Current wording
Residential & SMB - Incumbent Broadband Markets revenue decreased by $7.6 million, or 5.9%. The decrease was primarily due to lower video and data revenue. Video revenue declined due to a 13.9% decrease in video RGUs as customers switched to streaming video services. Data revenue declined primarily due to a 2.4% decline in data ARPU, driven in part by our rate card in markets where we face a fixed broadband competitor and in part due to our recently implemented rate card in lower demographic markets experiencing softer demand.
Previous 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.
Current wording
Residential & SMB - Glo Fiber Expansion Markets revenue increased by $19.7 million, or 33.1%. The increase was primarily due to a 32.5% increase in data RGUs driven by the Company’s increase in penetration rates and increase in passings.
Previous 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.
Current wording
RLEC & Other revenue decreased by $2.9 million, or 14.6%. The decrease was primarily due to a 31.4% decrease in DSL RGUs and a decrease in government support revenue.
Previous wording
Cost of services decreased by $1.1 million, or 1.7%. The decrease was primarily due to indirect cost reimbursements on government grant projects.
Current wording
Cost of services decreased by $0.6 million, or 0.6%. The decrease was due to indirect cost reimbursements on government grant projects and decreases in network and field maintenance and payroll related expenses, offset by increased building & fleet maintenance and fuel expenses as well as increased pole attachment rent expense.
Previous wording
Selling, general and administrative expense increased by $1.3 million, or 4.3%. The increase was primarily due to higher operating and property taxes, higher advertising to support RGU growth and higher software maintenance expenses.
Current wording
Selling, general and administrative expense increased by $3.0 million, or 3.4%. The increase was due to increases in stock compensation, operating and property taxes, software maintenance expenses, and payroll related expenses.
Previous 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.
Current wording
Restructuring, integration and acquisition expense increased by $1.7 million, or 170.2%, primarily related to severance costs incurred associated with the previously announced reduction in force in 2026.
Previous 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.
Current wording
Depreciation and amortization increased by $0.2 million, or 0.2%. The increase is largely due to depreciation associated with new assets placed in service as part of the Company’s expansion of the Glo Fiber network, offset by lower inventory asset write-offs in 2026 as compared to the prior year as well as fewer project cost write-offs for markets under construction but cancelled due to higher costs to build.
Previous wording
Interest expense increased by $8.2 million, or 75.6%. The increase was primarily due to an increase in the Company’s outstanding debt and debt issuance costs, and less capitalized interest due to less plant under construction than in the prior year.
Current wording
Interest expense increased by $11.9 million, or 67.5%. The increase was primarily due to an increase in the Company’s outstanding debt and debt issuance costs, and less capitalized interest due to less plant under construction than in the prior year.
Previous wording
Other income, net decreased by $2.5 million, or 84.3%. The decrease was primarily due to a favorable settlement of the Horizon acquisition related escrow claim in the prior year that did not recur in 2026, as well as lower patronage income.
Current wording
Other income, net decreased by $4.6 million, or 85.7%. The decrease was primarily due to a favorable settlement of the Horizon acquisition related escrow claim and reclassification of gains on interest rate swap from accumulated other comprehensive income in the prior year that did not recur in 2026 as well as lower patronage income in the current year.
Previous 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.
Current wording
Income tax benefit increased by $2.6 million, or 35.8%. The increase was 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 19,800 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 20,000 route miles of fiber.
Previous wording
In 2021, Congress passed the American Rescue Plan Act and the Infrastructure Investment and Jobs Act to subsidize the deployment of high-speed broadband internet access in unserved areas. We have been awarded approximately $151.2 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.
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 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, 2026, and including indirect cost reimbursements, the Company has received a total of $125.4 million in cash receipts and has $26.9 million in remaining reimbursements available under these grant programs. The Company expects to substantially complete its obligations under these programs by the end of 2026.
Previous 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.
Current wording
As of September 30, 2026, the Company’s total available liquidity was $138.6 million, consisting of (i) unrestricted cash and cash equivalents totaling $18.6 million; (ii) restricted cash as required by the ABS Indenture totaling $27.0 million (iii) $49.8 million of availability under Shentel Broadband’s RCF; (iv) $16.3 million.under Shentel Issuer’s VFN; and (v) an aggregate of $26.9 million remaining reimbursements available under government grants, which reimbursements are subject to fulfilling the terms of the underlying agreements. In addition, the Company has $84.2 million of VFN commitments that are not available to draw as of September 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 $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.
Current wording
Net cash provided by operating activities from continuing operations was approximately $76.6 million during the nine months ended September 30, 2026, representing an increase of $2.2 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 $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.
Current wording
Net cash used in investing activities was approximately $192.1 million during the nine months ended September 30, 2026, representing a decrease of $17.8 million compared with the prior year period. The primary driver was a $36.5 million decrease in capital expenditures due to the substantial completion of government grant construction projects in Incumbent Broadband Markets in 2025, partially offset by a $17.8 million decrease in cash receipts from government grant programs.
Previous 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.
Current wording
Net cash provided by financing activities was approximately $112.9 million during the nine months ended September 30, 2026, representing a decrease of $1.1 million compared with the prior year period. This decrease was primarily driven by higher payments on financing arrangements than the prior year.
Previous 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.
Current wording
As of September 30, 2026, the Company’s net indebtedness was approximately $747.1 million, including $759.9 million in outstanding ABS Notes, the VFN, and the RCF, net of unamortized loan fees of $12.8 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 5.84% for the ABS Notes, VFN, and RCF at September 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 $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.
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 $74.5 million. Shentel’s RCF has an outstanding balance of $118.0 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 September 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 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.
Current wording
During the nine months ended September 30, 2026, our capital expenditures of $215.0 million exceeded our net cash provided by operating activities by $138.4 million, and we expect our capital expenditures to exceed the cash flows provided from operations through 2026, in line with the timing of our Glo Fiber network expansion.
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 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.
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 September 30, 2026, all of the Company’s commercial fiber network assets and approximately 316,000 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 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.
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 September 30, 2026 and December 31, 2025, and the unaudited condensed consolidating statements of operations for the three and nine months ended September 30, 2026.
Previous wording
On April 1, 2024, Shentel completed the acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023 (the “Merger Agreement”), by and among Shentel, Horizon, the sellers set forth on the signature pages thereto, and the other parties thereto. Horizon made customary representations and warranties in the Merger Agreement relating to periods prior to, and as of, the closing of the acquisition. Shentel purchased representation and warranty insurance (“RWI”), with a policy limit of $40.0 million to cover potential losses resulting from a breach of these representations and warranties. In June 2026, the Company submitted claims to the RWI carrier seeking coverage for losses arising out of the alleged breaches of representations and warranties in the Merger Agreement. Although we believe that the breaches and our claims are meritorious, no assurance can be given as to whether we will recover all, or any part, of the incurred loss. No gains or receivables have been recognized related to this RWI claim as of and for the period ended June 30, 2026.
Current wording
On April 1, 2024, Shentel completed the acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023 (the “Merger Agreement”), by and among Shentel, Horizon, the sellers set forth on the signature pages thereto, and the other parties thereto. Horizon made customary representations and warranties in the Merger Agreement relating to periods prior to, and as of, the closing of the acquisition. Shentel purchased representation and warranty insurance (“RWI”), with a policy limit of $40.0 million to cover potential losses resulting from a breach of these representations and warranties. In June 2026, the Company submitted claims to the RWI carrier seeking coverage for losses arising out of the alleged breaches of representations and warranties in the Merger Agreement. Although we believe that the breaches and our claims are meritorious, no assurance can be given as to whether we will recover all, or any part, of the incurred loss. No gains or receivables have been recognized related to this RWI claim as of and for the period ended September 30, 2026. The RWI claim is separate and unrelated to the Horizon acquisition related escrow claim, which was settled in 2025.