UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~______________________________~~_________________

FORM 8-K

~~______________________________~~_________________

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 or 15(d)of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~May~~Act ~~21,~~of ~~2025~~1934

~~______________________________~~Date of Report (Date of earliest event reported): July 31, 2025

_______________________________

Shenandoah Telecommunications Company

(Exact name of registrant as specified in its charter)

~~______________________________~~_______________________________

Virginia	0000-~~9881~~09881	54-1162807
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Shentel Way P.O. Box 459

~~P.O.~~Edinburg, ~~Box~~Virginia ~~459~~22824

~~Edinburg,~~(Address VAof ~~22824~~Principal Executive Offices) (Zip Code)

(Address of principal executive offices) (Zip Code)

(540) 984-4141

(Registrant’'s telephone number, including area code)

~~______________________________~~Not applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (No Par Value)	SHEN	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102. ~~Entry~~Results ~~Into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~May 21~~July 31, 2025, Shenandoah Telecommunications Company (the “~~Shentel~~Company”)~~, waived~~ ~~certain~~issued ~~standstill~~a ~~provisions~~press inrelease announcing ~~the~~its ~~Investment~~financial ~~Agreement,~~position ~~dated~~ as of ~~October~~June 30, 242025, ~~2023~~results ~~(the~~of ~~“Investment~~operations ~~Agreement”), by~~for ~~and~~the ~~among~~three ~~Shentel,~~and ~~Shentel~~six ~~Broadband~~months ~~Holding,~~ended ~~Inc.~~June 30, ~~a direct~~2025, ~~wholly~~and ~~owned~~other ~~subsidiary~~related ofinformation. ~~Shentel,~~The ~~ECP~~Company ~~Fiber~~also ~~Holdings,~~posted ~~LP,~~supplemental ~~(the~~earnings ~~“Investor”), and,~~presentation ~~solely~~materials ~~for~~on the ~~purposes~~investor ~~set~~section ~~forth~~of ~~therein,~~the ~~Hill~~Company’s ~~City~~website ~~Holdings,~~at ~~LP,~~www.Shentel.com. anA ~~affiliate~~copy of the ~~Investor.~~press ~~Investor~~release is ~~the~~furnished ~~indirect~~as ~~wholly owned~~Exhibit 99.1 ~~subsidiary~~and ofis ~~certain~~incorporated ~~investment~~herein ~~funds managed~~ by ~~Energy Capital Partners Management, LP (together with its affiliates, “ECP”)~~reference.

~~The~~These ~~Investment~~materials ~~Agreement’s~~may ~~standstill~~contain ~~provision~~forward-looking ~~restricts~~statements ~~ECP’s ability~~about toShenandoah Telecommunications Company regarding, among other things, ~~acquire~~our ~~any~~business ~~additional~~strategy, ~~shares~~our ofprospects ~~Shentel’s~~and ~~common~~our ~~stock~~financial soposition. ~~long~~These asstatements ~~ECP~~can ~~beneficially~~be ~~owns~~identified atby ~~least 7.5%~~the use of ~~Shentel’s~~forward-looking ~~outstanding~~terminology ~~common~~such ~~stock.~~as ~~Pursuant~~“believes,” to“estimates,” ~~the~~“expects,” ~~limited~~“intends,” ~~waiver~~“may,” of“will,” ~~the~~“should,” ~~standstill~~“could,” ~~(the~~or “~~Waiver~~anticipates”), ~~ECP~~or ~~may now~~the ~~acquire~~negative upor toother ~~2,250,000~~variation ~~additional shares~~ of ~~Shentel’s~~these ~~common~~or ~~stock~~similar words, ~~whether~~or ~~through~~by ~~open~~discussions ~~market~~of ~~purchases,~~strategy ~~privately~~or ~~negotiated transactions,~~risks orand ~~purchases~~uncertainties. ~~pursuant~~Shenandoah toTelecommunications ~~one~~Company orundertakes ~~more~~no ~~written~~obligation ~~trading~~to ~~plans~~revise ~~pursuant~~or update such statements to ~~Rule~~reflect ~~10b5-1~~current ofevents ~~the~~or ~~Securities~~circumstances ~~Exchange~~after ~~Act~~the ofdate ~~1934~~hereof, as ~~amended.~~or ~~The~~to ~~Waiver~~reflect ~~expires~~the onoccurrence ~~May~~of ~~21,~~unanticipated ~~2026~~events.

~~Other than the Waiver, there are no other changes to the Investment Agreement, which remains in full force and effect and was previously disclosed under~~ Item 19.01. ofFinancial ~~Shentel’s~~Statements ~~Current Report on Form 8-K, filed October 26, 2023,~~ and ~~filed as Exhibit 2~~Exhibits.~~2 thereto.~~

~~SIGNATURES~~(d) Exhibits

~~Pursuant~~The tofollowing ~~the~~exhibit ~~requirements~~is offurnished ~~the~~with ~~Securities Exchange Act of 1934, the registrant has duly caused~~ this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form ~~behalf by the undersigned thereunto duly authorized~~8-K.

	SHENANDOAH TELECOMMUNICATIONS COMPANY
99.1*		Second Quarter 2025 Earnings Press Release
Dated: May 22, 2025	/s/ James J. Volk
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
	James J. Volk
	Senior Vice President – Chief Financial Officer

* Furnished herewith

SIGNATURE

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 hereunto duly authorized.

	Shenandoah Telecommunications Company


Date: July 31, 2025	By:	/s/ James J. Volk
		James J. Volk
		Senior Vice President – Chief Financial Officer (Principal Financial Officer)

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