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SHENANDOAH TELECOMMUNICATIONS CO/VA/

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

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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$10.21+5.8%Stored close · as of Nov 9, 2026

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Item 1A. RISK FACTORS

We discuss in our Annual Report on Form 10-K various risks that may materially affect our business. We use this section to update this discussion to reflect material developments since our Form 10-K was filed. As of September 30, 2026, and except as noted below, there have been no material changes to the risk factors previously disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026.

Modification of Risk Factors

The Company has modified the following risk factor, previously included under the caption “Item 1A. Risk Factors - Risks Related to Regulation and Legislation” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to take into account risks associated with potential spending program decisions by the Federal Communications Commission (“FCC”).

Changes to the FCC’s Universal Service Fund (“USF”) framework may adversely impact our Broadband revenue, which may have a material adverse effect on our financial performance and our results of operations.

The FCC’s USF provides regulatory support to rural local exchange carriers to promote universal service and to eligible schools and libraries through the e-rate program and to regional healthcare providers and hospitals through the Rural Healthcare Program to obtain subsidized internet access and telecommunication services. Although unsuccessful, recent lawsuits against the USF have raised questions in Congress regarding future funding for the USF. Any reduction in the USF from similar successful lawsuits, or funding changes by Congress, could negatively impact the regulatory support revenue received by the Company’s RLEC business and the ability for schools, libraries, and healthcare providers to pay the Company for internet access and telecommunication services.

Further, the FCC periodically reviews the spending programs within the USF and has authority to make changes through a majority vote of the commissioners. If the FCC decides to reduce support for certain programs for universal service or subsidized internet access and telecommunications services, our Broadband revenues may be adversely impacted, which may have a material effect on our financial performance and our result of operations.

Additional Risk Factors

The Company has identified an additional risk factor, included below, due to ongoing global geopolitical conflicts and actions taken by governments globally in response to such conflicts including sanctions and trade restrictions.

Continued geopolitical instability or further governmental actions globally could result in additional increases in oil and fuel costs, which may adversely affect our operating expenses and financial results.

Ongoing geopolitical tensions and military conflicts in the Middle East, including the conflict involving Iran, may adversely affect our operations. Escalating conflict in or near major oil‑producing or shipping corridors could lead to higher fuel and energy prices, increasing our transportation and other operational costs. Any sustained increase in fuel prices could negatively impact our margins and may have an adverse effect on our business and results of operations.

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Registered Securities

None.

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

In conjunction with the vesting of stock awards or exercise of stock options, the grantees may surrender awards necessary to cover the statutory tax withholding requirements and any amounts required to cover stock option strike prices associated with the transaction. The following table provides information about shares surrendered during the quarter ended September 30, 2026, to settle employee tax withholding obligations related to the vesting of stock awards.

(in thousands, except per share amounts)Number of SharesSurrenderedAverage PricePaid per Share
July 1 to July 31—$—
August 1 to August 31——
September 1 to September 30——
Total—
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