Shenandoah Telecommunications Co 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from__________ to __________ Commission File No.: 000-09881 SHENANDOAH TELECOMMUNICATIONS COMPANY(Exact name of registrant as specified in its charter) Virginia54-1162807(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)500 Shentel Way, Edinburg, Virginia22824(Address of principal executive offices)(Zip Code)(540) 984-4141(Registrant’s telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Common Stock (No Par Value)SHENNASDAQ Global Select Market55,301,648(Title of Class)(Trading Symbol)(Name of Exchange on which Registered)(The number of shares of the registrant's common stockoutstanding on February 23, 2026) SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant at June30, 2025 based on the closing price of such stock on theNasdaq Global Select Market on such date was approximately $0.6 billion. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of shareholders (the “2026 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.The 2026 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within120 days after the end of the fiscal year to which this report relates. Auditor Location:Boston, Massachusetts Auditor Name:RSM US LLP SHENANDOAH TELECOMMUNICATIONS COMPANYTABLE OF CONTENTS ItemNumber PART I 1.Business1A.Risk Factors1B.Unresolved Staff Comments1C.Cybersecurity2.Properties3.Legal Proceedings PART II 5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities276.[Reserved]297.Management's Discussion and Analysis of Financial Condition and Results of Operations307A.Quantitative and Qualitative Disclosures About Market Risk438.Financial Statements and Supplementary Data439.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure449A.Controls and Procedures449B.Other Information449C.Disclosure Regarding