SHENNasdaq

SHENANDOAH TELECOMMUNICATIONS CO/VA/

Telephone Communications (No Radiotelephone) · VA · CIK 354963

Shenandoah Telecommunications Co/VA/ provides broadband, video, and voice services, expanding its fiber network

red 8-K · 90d

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$911M

Market cap

$15.62

Last close

+1.1%

+12.8%

516K

Volume

Price · last 39 sessions-0.6%

May 4L $13.85 · H $16.46Jun 29

126

Total filings

Jun 8, 2026

Last filing

12/31

Fiscal year end

All 8-K · 75 10-Q · 21 DEFA14A · 10 10-K · 7 DEF 14A · 7 SC 13G · 2 SC 13D · 2 8-K/A · 2

What Changed

Risk factors · Feb 20, 2025 → Feb 26, 2026

190 added · 152 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

Virginia Fiber Acquisition In April 2025, the Company executed an Asset Purchase Agreement to acquire FTTH assets and operations of a fiber business based in Virginia for $5 million, including passings of approximately 1,500 homes and approximately 700 customers.
The legislation did not have a material impact on our consolidated financial statements for the year ended December 31, 2025. 31 Table of Contents Results of Operations Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024 The Company’s consolidated results from operations are summarized as follows: Year Ended December 31, Change ($ in thousands) 2025 % of Revenue 2024 % of Revenue $ % External revenue Residential & SMB - Incumbent Broadband Markets $ 169,668 47.4 % $ 174,795 53.3 % (5,127) (2.9) % Residential & SMB - Glo Fiber Expansion Markets 82,558 23.1 % 57,872 17.6 % 24,686 42.7 % Commercial Fiber 79,315 22.2 % 70,057 21.4 % 9,258 13.2 % RLEC & Other 26,313 7.4 % 25,334 7.7 % 979 3.9 % Total revenue 357,854 100.0 % 328,058 100.0 % 29,796 9.1 % Operating expenses Cost of services, exclusive of depreciation and amortization 130,118 36.4 % 128,112 39.1 % 2,006 1.6 % Selling, general and administrative 118,187 33.0 % 115,193 35.1 % 2,994 2.6 % Restructuring, integration and acquisition 1,173 0.3 % 14,509 4.4 % (13,336) (91.9) % Depreciation and amortization 131,613 36.8 % 98,835 30.1 % 32,778 33.2 % Total operating expenses 381,091 106.5 % 356,649 108.7 % 24,442 6.9 % Operating loss (23,237) (6.5) % (28,591) (8.7) % 5,354 NMF Other (expense) income: Interest expense (25,374) (7.1) % (15,897) (4.8) % (9,477) 59.6 % Other income, net 6,755 1.9 % 6,461 2.0 % 294 4.6 % Loss from continuing operations before income taxes (41,856) (11.7) % (38,027) (11.6) % (3,829) 10.1 % Income tax benefit (8,913) (2.5) % (9,670) (2.9) % 757 (7.8) % Loss from continuing operations (32,943) (9.2) % (28,357) (8.6) % (4,586) 16.2 % Income from discontinued operations, net of tax — — % 222,174 67.7 % (222,174) NMF Net (loss) income (32,943) (9.2) % 193,817 59.1 % (226,760) NMF Dividends on redeemable noncontrolling interest 6,449 1.8 % 3,429 1.0 % 3,020 88.1 % Net (loss) income attributable to common shareholders $ (39,392) (11.0) % $ 190,388 58.0 % (229,780) NMF Shentel acquired Horizon on April 1, 2024 and consequently, results for the year ended December 31, 2024 included nine months of Horizon revenue, whereas the comparable year ended December 31, 2025 included twelve months of Horizon revenue.
Restructuring, integration and acquisition expense in 2024 related primarily to expenses incurred to effect the Horizon transaction and integration expenses incurred during the post-acquisition period. 33 Table of Contents Depreciation and amortization Depreciation and amortization increased $32.8 million, or 33.2%.
Income tax benefit The Company recognized $8.9 million of income tax benefit for 2025, compared with $9.7 million for 2024 due to higher excess tax benefits derived from vesting of restricted stock in 2025 compared to 2024. 34 Table of Contents Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023 The Company’s consolidated results from operations are summarized as follows: Year Ended December 31, Change ($ in thousands) 2024 % of Revenue 2023 % of Revenue $ % External revenue Residential & SMB - Incumbent Broadband Markets $ 174,795 53.3 % $ 174,710 64.9 % 85 — % Residential & SMB - Glo Fiber Expansion Markets 57,872 17.6 % 35,103 13.0 % 22,769 64.9 % Commercial Fiber 70,057 21.4 % 44,301 16.5 % 25,756 58.1 % RLEC & Other 25,334 7.7 % 15,017 5.6 % 10,317 68.7 % Total revenue 328,058 100.0 % 269,131 100.0 % 58,927 21.9 % Operating expenses Cost of services, exclusive of depreciation and amortization 128,112 39.1 % 100,850 37.5 % 27,262 27.0 % Selling, general and administrative 115,193 35.1 % 99,304 36.9 % 15,889 16.0 % Restructuring, integration and acquisition 14,509 4.4 % 2,915 1.1 % 11,594 397.7 % Depreciation and amortization 98,835 30.1 % 65,920 24.5 % 32,915 49.9 % Total operating expenses 356,649 108.7 % 268,989 99.9 % 87,660 32.6 % Operating (loss) income (28,591) (8.7) % 142 0.1 % (28,733) NMF Other income (expense): Interest expense (15,897) (4.8) % (4,212) (1.6) % (11,685) 277.4 % Other income, net 6,461 2.0 % 5,587 2.1 % 874 15.6 % (Loss) income from continuing operations before income taxes (38,027) (11.6) % 1,517 0.6 % (39,544) NMF Income tax (benefit) expense (9,670) (2.9) % 501 0.2 % (10,171) NMF (Loss) income from continuing operations (28,357) (8.6) % 1,016 0.4 % (29,373) NMF Income from discontinued operations, net of tax 222,174 67.7 % 7,022 2.6 % 215,152 NMF Net income $ 193,817 59.1 % $ 8,038 3.0 % 185,779 NMF Net income attributable to redeemable noncontrolling interest 3,429 1.0 % — — % 3,429 NMF Net income attributable to common shareholders $ 190,388 58.0 % $ 8,038 3.0 % 182,350 NMF Shentel updated the presentation of certain Residential & SMB - Incumbent Broadband Market, Residential & SMB - Glo Fiber, Commercial Fiber and RLEC & Other revenues for the prior year to conform with changes in how management currently views these lines of business.
Net cash used in investing activities from continuing operations was approximately $294.7 million in 2025, representing an decrease of $350.6 million compared with 2024, primarily driven by a $342.4 million decrease in cash disbursed for acquisitions, a $43.3 million increase in cash receipts from government grant programs and a $6.5 million receipt from a business acquisition escrow, partially offset by a $39.8 million increase in capital expenditures driven by government-subsidized network expansion projects in previously unserved areas of Incumbent Broadband Markets.
The ABS Entities consolidating statement of operations reflects the activity from December 5, 2025 (date of refinancing) through December 31, 2025. 39 Table of Contents As of December 31, 2025 (in thousands) Unrestricted Subsidiaries (ABS Entities) Restricted Subsidiaries (Non-ABS Entities) Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 27,259 $ — $ 27,259 Restricted cash and cash equivalents 20,945 — — 20,945 Accounts receivable 12,580 31,880 (12,963) 31,497 Prepaid expenses and other 5,344 14,803 (2,405) 17,742 Total current assets 38,869 73,942 (15,368) 97,443 Investments — 392,737 (376,227) 16,510 Property, plant and equipment, net 793,874 807,735 — 1,601,609 Goodwill and intangible assets, net 8,234 148,657 — 156,891 Operating lease right-of-use assets 10,199 9,458 — 19,657 Deferred charges and other assets 129,635 7,794 (118,777) 18,652 Total assets $ 980,811 $ 1,440,323 $ (510,372) $ 1,910,762 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 7,561 $ 66,757 $ (12,963) $ 61,355 Advanced billings and customer deposits 8,953 10,361 (2,405) 16,909 Accrued compensation — 13,334 — 13,334 Accrued liabilities and other 3,894 14,116 (1,112) 16,898 Total current liabilities 20,408 104,568 (16,480) 108,496 Long-term debt, less current maturities, net of unamortized loan fees 554,288 73,949 — 628,237 Other long-term liabilities: Deferred income taxes — 157,618 — 157,618 Other liabilities 33,628 131,159 (117,665) 47,122 Total other long-term liabilities 33,628 288,777 (117,665) 204,740 Temporary equity: Redeemable noncontrolling interest — 88,506 — 88,506 Shareholders’ equity: Total shareholders’ equity 372,487 884,523 (376,227) 880,783 Total liabilities, temporary equity and shareholders’ equity $ 980,811 $ 1,440,323 $ (510,372) $ 1,910,762 40 Table of Contents Year Ended December 31, 2025 (in thousands) Unrestricted Subsidiaries Restricted Subsidiaries Eliminations Consolidated Service revenue and other $ 11,986 $ 350,335 $ (4,467) $ 357,854 Operating expenses: Cost of services exclusive of depreciation and amortization 5,474 127,406 (2,762) 130,118 Selling, general and administrative 2,059 117,833 (1,705) 118,187 Restructuring, integration and acquisition — 1,173 — 1,173 Depreciation and amortization 5,772 125,841 — 131,613 Total operating expenses 13,305 372,253 (4,467) 381,091 Operating (loss) income (1,319) (21,918) — (23,237) Other (expense) income: Interest expense (2,453) (22,921) — (25,374) Other income, net 32 6,723 — 6,755 (Loss) income from continuing operations before income taxes (3,740) (38,116) — (41,856) Income tax (benefit) expense — (8,913) — (8,913) Net loss (3,740) (29,203) — (32,943) Critical Accounting Estimates The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, as well as related disclosures.
Our audit procedures related to the Company’s cable franchise rights impairment assessment included the following, among others: • Obtaining an understanding of the relevant controls related to the Company’s cable franchise rights impairment assessment, and tested such controls for design and operating effectiveness, including controls over management’s review of the significant assumptions described above • Testing management’s process for developing the forecasts by (i) understanding management’s process for developing the forecasted revenue growth rates, forecasted margins, and forecasted capital expenditures during the start-up and growth phases, (ii) testing the completeness, accuracy, and relevance of the underlying data used by management in the forecasted cash flows, and (iii) comparing the significant assumptions described above to historical results and to forecasted information included in external industry reports. • Utilizing our valuation professionals to assist in (i) assessing the appropriateness of the valuation model method used by management and testing its mathematical accuracy, and (ii) evaluating the reasonableness of the Company’s discount rate by comparing the inputs used by management to publicly available market data. /s/ RSM US LLP We have served as the Company’s auditor since 2022.
Virginia Fiber Acquisition On July 9 2025, Shentel completed an acquisition of FTTH assets and operations of a fiber business based in Virginia for $ 5 million, including passings of approximately 1,500 homes and approximately 700 customers.
For example, a 10 mile route with 144 fiber strands would equal 1,440 fiber miles. 37 Table of Contents Financial Condition, Liquidity and Capital Resources 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 capacity under the Company’s VFN and RCF.
The Company performed its annual goodwill impairment assessment as of October 1, 2025, by performing a quantitative analysis in lieu of a qualitative analysis and concluded there was no impairment of goodwill.
Cable Franchise Rights Impairment Assessment As described in Notes 2 and 7 to the financial statements, the Company’s indefinite-lived cable franchise rights are $64.3 million as of December 31, 2025.
Other income, net Other income, net increased by $0.3 million, or 4.6% primarily due to a favorable settlement of the Horizon acquisition related escrow claim and a reclassification of unrecognized gains on interest rate swaps accumulated in other comprehensive income to the Company’s consolidated statements of operations with the termination of the hedging program.

No longer disclosed

The Company owns an extensive regional network with approximately 16,800 route miles of fiber. 2024 Developments Horizon Transaction On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced 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, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”).
Series A Preferred Stock Contemporaneously with the execution of the Merger Agreement, on October 24, 2023, Shentel and Shentel Broadband Holding Inc., a wholly-owned subsidiary of Shentel (“Shentel Broadband”), 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.
Consequently, segment reporting previously disclosed prior to the sale of the Tower Portfolio is no longer applicable. 32 Table of Conten t s Results of Operations Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023 The Company’s consolidated results from operations are summarized as follows: Year Ended December 31, Change ($ in thousands) 2024 % of Revenue 2023 % of Revenue $ % External revenue Residential & SMB - Incumbent Broadband Markets $ 177,485 54.1 % $ 176,879 65.7 % 606 0.3 % Residential & SMB - Glo Fiber Expansion Markets 57,907 17.7 % 35,103 13.0 % 22,804 65.0 % Commercial Fiber 67,011 20.4 % 42,132 15.7 % 24,879 59.1 % RLEC & Other 25,655 7.8 % 15,017 5.6 % 10,638 70.8 % Total revenue 328,058 100.0 % 269,131 100.0 % 58,927 21.9 % Operating expenses Cost of services, exclusive of depreciation and amortization 128,112 39.1 % 100,850 37.5 % 27,262 27.0 % Selling, general and administrative 115,193 35.1 % 99,304 36.9 % 15,889 16.0 % Restructuring, integration and acquisition 14,509 4.4 % 2,915 1.1 % 11,594 NMF Impairment expense 382 0.1 % 2,552 0.9 % (2,170) (85.0) % Depreciation and amortization 98,453 30.0 % 63,368 23.5 % 35,085 55.4 % Total operating expenses 356,649 108.7 % 268,989 99.9 % 87,660 32.6 % Operating (loss) income (28,591) (8.7) % 142 0.1 % (28,733) NMF Other (expense) income: Interest expense (15,897) (4.8) % (4,212) (1.6) % (11,685) 277.4 % Other income, net 6,461 2.0 % 5,587 2.1 % 874 15.6 % (Loss) income from continuing operations before income taxes (38,027) (11.6) % 1,517 0.6 % (39,544) NMF Income tax (benefit) expense (9,670) (2.9) % 501 0.2 % (10,171) NMF (Loss) income from continuing operations (28,357) (8.6) % 1,016 0.4 % (29,373) NMF Income from discontinued operations, net of tax 222,174 67.7 % 7,022 2.6 % 215,152 NMF Net income 193,817 59.1 % 8,038 3.0 % 185,779 NMF Dividends on redeemable noncontrolling interest 3,429 1.0 % — — % 3,429 — % Net income attributable to common shareholders $ 190,388 58.0 % $ 8,038 3.0 % 182,350 NMF Residential & SMB - Incumbent Broadband Markets revenue Revenue from residential and small and medium business (“SMB”) customers in Incumbent Broadband Markets are primarily earned through the Company’s provision of data, video and voice services over primarily hybrid fiber coaxial (“HFC”) cable and to a lesser extent fiber to the home (“FTTH”) networks in incumbent markets.
Shentel also updated the description for revenues previously reported as “Residential & SMB - Cable Markets” to “Residential & SMB - Incumbent Broadband Markets” and updated the description for revenues previously reported as “Residential & SMB - Glo Fiber Markets” to “Residential & SMB - Glo Fiber Expansion Markets.” The Company’s consolidated results from operations are summarized as follows: Year Ended December 31, Change ($ in thousands) 2023 % of Revenue 2022 % of Revenue $ % External revenue Residential & SMB - Incumbent Broadband Markets $ 176,879 65.7 % $ 175,681 70.6 % 1,198 0.7 % Residential & SMB - Glo Fiber Expansion Markets 35,103 13.0 % 18,293 7.3 % 16,810 91.9 % Commercial Fiber 42,132 15.7 % 38,821 15.6 % 3,311 8.5 % RLEC & Other 15,017 5.6 % 16,116 6.5 % (1,099) (6.8) % Total revenue 269,131 100.0 % 248,911 100.0 % 20,220 8.1 % Operating expenses Cost of services, exclusive of depreciation and amortization 100,850 37.5 % 102,279 41.1 % (1,429) (1.4) % Selling, general and administrative 99,304 36.9 % 91,113 36.6 % 8,191 9.0 % Restructuring, integration and acquisition 2,915 1.1 % 1,251 0.5 % 1,664 133.0 % Impairment expense 2,552 0.9 % 5,241 2.1 % (2,689) (51.3) % Depreciation and amortization 63,368 23.5 % 66,483 26.7 % (3,115) (4.7) % Total operating expenses 268,989 99.9 % 266,367 107.0 % 2,622 1.0 % Operating income (loss) 142 0.1 % (17,456) (7.0) % 17,598 NMF Other income (expense): Interest expense (4,212) (1.6) % (1,577) (0.6) % (2,635) NMF Other income, net 5,587 2.1 % 215 0.1 % 5,372 NMF Income (loss) from continuing operations before income taxes 1,517 0.6 % (18,818) (7.6) % 20,335 NMF Income tax expense (benefit) 501 0.2 % (3,400) (1.4) % 3,901 NMF Income (loss) from continuing operations 1,016 0.4 % (15,418) (6.2) % 16,434 NMF Income from discontinued operations, net of tax 7,022 2.6 % 7,039 2.8 % (17) (0.2) % Net income (loss) $ 8,038 3.0 % $ (8,379) (3.4) % 16,417 NMF Residential & SMB - Incumbent Broadband Markets revenue Residential & SMB - Cable Markets revenue increased approximately $1.2 million, or 0.7%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to 1.8% year-over-year growth in data ARPU.
Restructuring, integration and acquisition Restructuring, integration and acquisition expense increased $1.7 million, or 133.0%, in the year ended December 31, 2023 compared with the year ended December 31, 2022 primarily due to higher non-recurring Horizon acquisition-related costs for legal, tax and insurance fees.
Impairment charges in 2023 were primarily a result of colocation lease right-of-use assets and remaining Beam fixed wireless assets that were no longer expected to be used and had no alternative use, while impairment charges in 2022 were primarily a result of the Company’s decommissioning of certain Beam fixed wireless sites.
Net cash used in investing activities from continuing operations was approximately $645.2 million in 2024, representing an increase of $410.0 million compared with 2023, primarily driven by the payment of $347.4 million to acquire Horizon and to cover transaction costs related to the acquisition, a $64.0 million increase in capital expenditures driven by expansion of Glo Fiber and government-subsidized markets and a $16.0 million decrease in sales of assets, partially offset by $17.3 million increase in grants received related to government funded infrastructure expansion programs.
Valuation of Certain Identifiable Assets Acquired in a Business Combination As described in Notes 1 and 3 to the financial statements, on April 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Horizon Acquisition Parent LLC (“Horizon”) for total consideration of $416.2 million.
F-2 Table of Conten t s • We read the purchase and sale agreement to understand and evaluate the terms of the acquisition, including the assets acquired. • We tested the underlying data used by management to estimate the fair value of the property, plant and equipment and customer relationships for completeness and accuracy. • We tested the reasonableness of management’s selection of the replacement costs used in the valuation of the property, plant and equipment by assessing the nature, age and condition of the subject assets. • We tested the reasonableness of the replacement costs used in the valuation of the customer relationships by comparing the estimates of replacement costs to historical results. • We utilized our valuation specialists to assist in the following procedures, among others: ◦ Assessing the appropriateness of management’s valuation methodologies based on the nature of the fair value estimate. ◦ Corroborating the market data used by management to estimate the fair values of the property, plant and equipment by comparing such data to publicly available information. /s/ RSM US LLP We have served as the Company’s auditor since 2022.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Horizon Acquisition Parent LLC and subsidiaries (“Horizon”) from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a business combination during the second quarter of 2024.
Horizon Transaction On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced 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, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”).
Series A Preferred Stock Contemporaneously with the execution of the Merger Agreement, on October 24, 2023, Shentel and Shentel Broadband Holding Inc., a wholly-owned subsidiary of Shentel (“Shentel Broadband”), 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.

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