Shenandoah Telecommunications CO/Va/ 8-K Filing

Ticker: SHEN · Form: 8-K · Filed: Dec 10, 2025 · CIK: 354963

Sentiment: neutral

Filing Stats: 2,600 words · 10 min read · ~9 pages · Grade level 13.5 · Accepted 2025-12-10 16:15:31

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Closing of Securitization Offering On December 5, 2025, Shentel Issuer, LLC (the " Issuer "), a limited-purpose, bankruptcy remote subsidiary of Shenandoah Telecommunications Company (" Shentel "), closed its previously announced inaugural offering of $567,405,000 aggregate principal amount of secured fiber network revenue term notes, consisting of $489,142,000 5.64% Series 2025-1, Class A-2 term notes and $78,263,000 6.03% Series 2025-1, Class B term notes (collectively, the " Term Notes "), each with an anticipated repayment date in December 2030 (the " Term Notes ARD "). The Term Notes were issued pursuant to an indenture, dated as of December 5, 2025 (the " Base Indenture "), as supplemented by the Series 2025-1 Supplement thereto, dated as of December 5, 2025 (the " Series 2025-1 Supplement "), in each case entered into by and among the Issuer, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (the " Asset Entities " and, together with the Issuer, the " Obligors ") and Citibank, N.A., as the indenture trustee. In connection with the issuance of the Term Notes, the Base Indenture, as supplemented by the Series 2025-1 Supplement, also permits up to $175,000,000 of Series 2025-1, Class A-1 variable funding notes (the " Class A-1 VFN " and, together with the Term Notes, collectively, the " Series 2025-1 Notes ") issued by the Issuer. Drawings and the other terms related to the Class A-1 Variable Funding Notes are governed by the Base Indenture, as supplemented by the Series 2025-1 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of December 5, 2025 (the " VFN Purchase Agreement "), among the Obligors, Shentel Broadband Operations LLC, as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Bank of America, N.A., as the letter of credit provider and the administrative agent. Subject to the future satisfaction of certain c

Use of Proceeds

Use of Proceeds Shentel used the net proceeds from the offering of the Series 2025-1 Notes and borrowings under the RCF (as defined below) to, among other things repay an aggregate of $585.4 million of outstanding term loan and revolving credit borrowings under its Existing Credit Agreement (as defined below), with any remaining net proceeds to be used to fund financing transaction expenses, additional capital expenditure requirements, working capital, and for general corporate purposes The foregoing summaries of the Indenture, the Series 2025-1 Notes and the VFN Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Base Indenture, the Series 2025-1 Supplement and the VFN Purchase Agreement, copies of which are filed as Exhibits 4.1, 4.2 and 10.1 hereto, respectively, and incorporated herein by reference. Refinancing of Credit Facilities Concurrently, Shentel Broadband Operations LLC (the " Borrower "), a wholly-owned indirect subsidiary of Shentel, entered into a Credit Agreement, dated December 5, 2025 (the " Credit Agreement "), with Shentel Broadband Holding Inc. (" Holdco "), certain subsidiaries of Holdco as guarantors (together with the Borrower and Holdco, the " Loan Parties "), the various financial institutions party thereto (the "Lenders") and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the " Administrative Agent "). The Credit Agreement provides for a revolving credit facility up to an aggregate principal amount of $175 million (the " RCF ") which matures on December 5, 2030. The Credit Agreement replaces the Borrower's existing credit agreement, dated as of July 1, 2021 and as amended through the date hereof (the " Existing Credit Agreement "), which was terminated after all outstanding borrowings thereunder were repaid with the net proceeds from the offering of the Series 2025-1 Notes, as discussed above. Borrowings under th

01. Regulation FD

Item 7.01. Regulation FD. A copy of the press release related to the transactions described above is attached as Exhibit 99.1 hereto and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Base Indenture, dated as of December 5, 2025, by and among Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC, as obligors, and Citibank N.A., as trustee. 4.2 Series 2025-1 Supplement, dated as of December 5, 2025, by and among Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC, as obligors, and Citibank N.A. as trustee. 10.1 Class A-1-V Note Purchase Agreement, dated December 5, 2025, among Shentel Issuer LLC, Shentel Asset Entity I LLC and Shentel Asset Entity II LLC, Shentel Broadband Operations LLC, as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Bank of America, N.A., as the letter of credit provider and the administrative agent. 10.2 Credit Agreement, dated December 5, 2025, among Shentel Broadband Operations LLC, as borrower, Shentel Broadband Holding Inc., as Holdco and a guarantor, certain subsidiaries of Holdco, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent. 99.1 Press Release, dated December 8, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SHENANDOAH TELECOMMUNICATIONS COMPANY Dated: December 10, 2025 /s/ James J. Volk James J. Volk Senior Vice President – Chief Financial Officer

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