FYBR Frontier Communications Parent Inc

You are cordially invited to attend a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, the “special meeting”) of Frontier Communications Parent, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held on [   ], 2024 at [   ], Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. You will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/FYBR2024SM and using the 16-digit control number included in the proxy materials. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present or represented by proxy at the special meeting.

As previously announced, on September 4, 2024, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Verizon Communications Inc., a Delaware corporation (“Verizon”), and France Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Verizon (“Merger Sub”), providing for, subject to the satisfaction or waiver (to the extent permitted by law) of specified conditions, the acquisition of the Company by Verizon at a price of $38.50, without interest, per share of common stock, par value $0.01 per share, of the Company (“Company common stock”) issued and outstanding as of immediately prior to the effective time of the merger (as defined below). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Verizon (the “surviving corporation”). If the merger is consummated, you will be entitled to receive an amount in cash equal to $38.50, without interest and subject to any required withholding taxes, in exchange for each share of Company common stock you own as of immediately prior to the effective time of the merger (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The board of directors of the Company (the “Board”) has carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement and the recommendation of the Strategic Review Committee (as defined below). The Board unanimously (i) determined and declared that it is advisable and fair to, and in the best interests of, the Company and its stockholders that the Company enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement, (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, (iii) directed that the merger agreement be submitted to the holders of Company common stock for adoption at the special meeting, (iv) recommended that the stockholders of the Company entitled to vote thereon vote in favor of the adoption of the merger agreement and (v) called for a special meeting of the holders of Company common stock for the purpose of submitting the merger agreement to such stockholders for adoption.

At the special meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement (the “merger agreement proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the merger (the “advisory compensation proposal”) and (iii) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. The proxy statement also describes the actions and determinations of the Strategic Review Committee and the Board in connection with their evaluation of the merger agreement and the merger. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

Your vote is important regardless of the number of shares of Company common stock that you own. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon at the special meeting. Whether or not you plan to attend the special meeting, we want to make sure your shares are represented at the meeting. Please follow the voting instructions provided on the enclosed proxy card to submit your vote.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card, grant your proxy electronically over the Internet or telephonically as described in the accompanying proxy statement or vote your shares by attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “The Special Meeting—Voting Procedures”. If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

On behalf of the Board, thank you for your continued support.

By Order of the Board of Directors

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [    ], 2024, and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about [    ], 2024.

Notice is hereby given that a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, the “special meeting”) of Frontier Communications Parent, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), will be held on [    ], 2024 at [   ] Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/FYBR2024SM and using the 16-digit control number included in the proxy materials. Whether or not you expect to virtually attend the special meeting, please complete, date, sign, and return the proxy card, grant your proxy electronically over the Internet or telephonically as described in the accompanying proxy statement, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the special meeting. Even if you have voted by proxy, you may still vote if you virtually attend the special meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote online during the special meeting, you must obtain a 16-digit control number from such organization (typically found on their voting instruction form). For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present or represented by proxy at the special meeting. The special meeting will be held for the following purposes:

This proxy statement contains information relating to a virtual special meeting of stockholders (such meeting, including any adjournment or postponement thereof, the “special meeting”) of Frontier Communications Parent, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”). All references to “Verizon” refer to Verizon Communications Inc., a Delaware corporation; and all references to “Merger Sub” refer to France Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Verizon. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of September 4, 2024, by and among Verizon, Merger Sub and the Company as the “merger agreement”.

The special meeting will be held on [  ], 2024 at [  ], Eastern Time (unless the special meeting is postponed or adjourned), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/FYBR2024SM and using the 16-digit control number included in the proxy materials. We are furnishing this proxy statement to holders (“Company stockholders”) of common stock, par value $0.01 per share, of the Company (“Company common stock”) as part of the solicitation of proxies by the Company’s board of directors, for exercise at the special meeting and at any postponements or adjournments thereof. This proxy statement is dated [  ], 2024 and is first being mailed to Company stockholders on or about [  ], 2024.

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you as a stockholder. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

This proxy statement contains “forward-looking statements” pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements address our expectations or beliefs concerning future events, including, without limitation, statements that relate to the proposed merger. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance and contain words such as, but not limited to, “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “might,” “target,” “will,” “would” or the negative version of those words or comparable words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and similar expressions or variations that are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed merger and related matters; the expected timetable for completing the proposed merger; prospective performance and opportunities; general business outlook; filings and approvals relating to the merger; the ability to complete the merger considering the various closing conditions; and any assumptions underlying any of the foregoing.

Such forward-looking statements speak only as of the date as of this proxy statement, and address the expectations or beliefs of the Company’s management concerning future events. Such forward-looking statements are and will be, as the case may be, subject to risks, uncertainties and other important factors that may cause the actual results of the Company or its subsidiaries and the timing of certain events to differ materially from any future results expressed or implied by such forward-looking statements.

A wide range of factors could materially affect future developments and performance, including but not limited to: (i) the risk that the proposed merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of shares of Company common stock; (ii) the failure to receive, on a timely basis or otherwise, the required approval of the proposed merger by the Company’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement relating to the proposed merger, including in circumstances which would require the Company to pay a termination fee; (vi) the effect of the announcement or pendency of the proposed merger on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally; (vii) risks related to the proposed merger diverting management’s attention from the Company’s ongoing business operations; (viii) the amount of costs, fees and expenses related to the proposed merger; (ix) the risk that the Company’s stock price may decline significantly if the proposed merger is not consummated; (x) the risk of stockholder litigation in connection with the proposed merger, including resulting expense or delay; and (xi) (A) other risks discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed by the Company with the SEC, and, in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and (B) any other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. See “Where You Can Find Additional Information” beginning on page 107.

This list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. The Company does not intend, nor does it undertake any duty, to update any forward-looking statements, except as required by applicable law. Company stockholders are advised to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

All information contained in this proxy statement exclusively concerning Verizon, Merger Sub and their affiliates has been supplied by Verizon and Merger Sub and has not been independently verified by us.

The Company is a leading communications and technology provider offering gigabit speeds to approximately 3.0 million broadband subscribers, with approximately 13,000 employees, operating in 25 states. The Company is building critical infrastructure across the country with its fiber-optic network and cloud-based solutions, enabling secure high-speed connections. Driven by its purpose of Building Gigabit America, the Company is focused on supporting a digital society, closing the digital divide and working toward a more sustainable environment. The Company’s principal executive offices are located at 1919 McKinney Avenue, Dallas, Texas 75201, and its telephone number is (972) 445-0042. Shares of Company common stock are listed on NASDAQ under the trading symbol “FYBR”.

Verizon is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of communications, technology, information and entertainment products and services to consumers, businesses and government entities. With a presence around the world, Verizon offers data, video and voice services and solutions on its networks and platforms that are designed to meet customers’ demand for mobility, reliable network connectivity and security. Verizon’s principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 395-1000. Shares of Verizon common stock are listed on the New York Stock Exchange and NASDAQ under the trading symbol “VZ”.

Merger Sub was formed on August 28, 2024 as a Delaware corporation, solely for the purpose of entering into the merger agreement and related agreements and consummating the transactions contemplated by the merger agreement. Merger Sub has not conducted any business other than in connection with its formation and the transactions contemplated by the merger agreement. Merger Sub is a direct, wholly owned subsidiary of Verizon. Upon consummation of the merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 395-1000.

We are furnishing this proxy statement to the holders of Company common stock as part of the solicitation of proxies by the Board for exercise at the special meeting and at any postponements or adjournments thereof.

The special meeting of Company stockholders will be held on [  ], 2024 at [  ], Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/FYBR2024SM and using the 16-digit control number included in the proxy materials. All stockholders are entitled to attend the special meeting; however, you will only be entitled to vote at the special meeting if you were a stockholder of record at the close of business on [  ], 2024, the record date for the special meeting, or if you were a beneficial owner of Company common stock as of the record date.

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement and which we incorporate by reference into this proxy statement.

The Board has carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement and the recommendation of the Strategic Review Committee. The Board unanimously (i) determined and declared that it is advisable and fair to, and in the best interests of, the Company and its stockholders that the Company enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement, (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, (iii) directed that the merger agreement be submitted to the holders of Company common stock for adoption at the special meeting, (iv) recommended that the stockholders of the Company entitled to vote thereon vote in favor of the adoption of the merger agreement and (v) called for a special meeting of the holders of Company common stock for the purpose of submitting the merger agreement to such stockholders for adoption.

Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger” beginning on page 45.

If you are a record holder of Company common stock (in other words, you hold Company common stock in your own name in the stock register maintained by our transfer agent, Computershare), then you do not need to register to virtually attend and participate in the special meeting. You may attend and participate by accessing www.virtualshareholdermeeting.com/FYBR2024SM and selecting “I have a Control Number”. Enter the 16-digit control number shown on your proxy card.

If you hold your shares in “street name” (in other words, your Company common stock is held in the name of your bank, broker or other nominee), this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect such Company common stock, the stockholder of record. As the beneficial

owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares of Company common stock by following their instructions for voting. You are also invited to attend the special meeting. Street name holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker for instructions to access the meeting.

Only the Company’s stockholders of record at the close of business on [  ], 2024, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were [  ] shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

At the special meeting and for 10 days prior to the special meeting, the names of Company stockholders entitled to vote at the special meeting will be available for inspection by any Company stockholder for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Central Time, at the Company’s principal executive offices located at 1919 McKinney Avenue, Dallas, Texas 75201, by contacting the Corporate Secretary of the Company.

The presence, in person or by proxy, at the special meeting of the holders of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at the special meeting, will constitute a quorum of Company stockholders for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions and broker non-votes are treated as present for quorum purposes.

If a quorum is not present or represented at the special meeting of the Company stockholders, the chairman of the meeting may adjourn the special meeting, without notice, if the time and place of the adjourned meeting, if any, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

Abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the advisory compensation proposal is not a condition to the consummation of

the merger. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal and vice versa. In addition, because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Verizon or the surviving corporation. Therefore, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the adjournment proposal is not a condition to the consummation of the merger. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the special meeting because the rules applicable to banks, brokers and other nominees only provide such organizations with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the special meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions.

Whether or not you plan to attend the special meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

If on [  ], 2024, you were a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Computershare) and to ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting, using one of the following three methods.

You may also vote by attending the special meeting and voting during the live webcast.

If on [  ], 2024, you were the beneficial owner of Company common stock held in “street name” (in other words, if your Company common stock is held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. Street name holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker for instructions to access the meeting. Without following the voting instructions provided by your broker, your common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal and will not have any effect on the advisory compensation proposal and adjournment proposal.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll-free at (888) 750-5835.

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a holder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote in favor of the merger agreement proposal, the advisory compensation proposal and the adjournment proposal.

For Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy in accordance with the instructions provided by your broker, bank or other nominee. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to attend the special meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, follow the instructions provided by your broker, bank or other nominee for purposes of attending and participating in the special meeting.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and NASDAQ regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated, 501 Madison Avenue, 20th floor; New York, New York 10022, to solicit proxies at a total cost to the Company of approximately $45,000, plus reimbursement of customary out-of-pocket expenses.

If a quorum is not present or represented at the special meeting, the chairman of the meeting may adjourn the special meeting, without notice, provided that the time and place of the adjourned meeting, if any, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

As of September 20, 2024, the directors and executive officers of the Company beneficially owned in the aggregate 3,571,649 shares of Company common stock, or approximately 1.4% of the outstanding shares of Company common stock as of September 20, 2024. Although none of the directors or executive officers is obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares of Company common stock “FOR” each of the proposals to be presented at the special meeting.

The Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. For more information, please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 72.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares on and from the date of the making of the demand through the effective time, (ii) has not consented to or otherwise voted in favor of the merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with all other procedures for exercising appraisal rights under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares

of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights”.

Pursuant to the DGCL and the Company’s bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

If you have any questions or need assistance in completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (888) 750-5835. Brokers may call at (212) 750-5833.

We are asking holders of Company common stock to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement”. A copy of the merger agreement is attached as Annex A to this proxy statement and which we incorporate by reference into this proxy statement. You are urged to read the merger agreement carefully and in its entirety. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote on the matter. Abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking holders of Company common stock to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger. As required by those rules, we ask the holders of Company common stock to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled “Potential Payments to Named Executive Officers”, including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the advisory compensation proposal is not a condition to the consummation of the merger. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company or the Board; as the Company is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the adjournment proposal is not a condition to the consummation of the merger.

The Company is asking you to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement proposal at the time of the special meeting.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal.

The Company is seeking the adoption by the holders of Company common stock of the merger agreement the Company entered into on September 4, 2024 with Verizon and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Verizon. The Board has unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommends that Company stockholders vote to adopt the merger agreement.

The following chronology summarizes key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board or the Strategic Review Committee, the Company’s management, the Company’s and the Strategic Review Committee’s financial advisors, legal advisors or other representatives, Verizon or its financial advisors, legal advisors, affiliates or other representatives or any other person.

As part of their ongoing oversight of the Company’s business, in concert with the Company’s financial and legal advisors, the Board and the Company’s senior management team periodically review and evaluate the Company’s business and operations, long-term strategy, capital structure and requirements, competitive position, historical performance, future prospects and opportunities to increase stockholder value. These reviews have, from time to time, included discussions as to whether the Company should continue to execute on its strategy as a stand-alone company, consider alternative capital allocation approaches, pursue various joint ventures, acquisitions or divestitures, or pursue a sale of the Company, considering whether any such potential alternative would enhance stockholder value along with the potential benefits and risks of any potential alternative. As a result, members of the Company’s management team have from time to time engaged in discussions with representatives of other companies that operate in, or are interested in, the communications industry, as well as financial sponsors, regarding such opportunities.

On July 24, 2023, Nick Jeffery, President and Chief Executive Officer of the Company, and other members of Company management met with representatives of a strategic party that we refer to as “Party A”, including the chief executive officer of Party A, during which Party A expressed preliminary interest in a potential acquisition of the Company but did not provide a proposal with respect to value at such time.

On October 17, 2023, Scott Ostfeld, managing partner of JANA Partners LLC (“JANA”), publicly called for the Company to sell itself at the 13D Monitor Active-Passive Investor Summit. On October 19, 2023, JANA delivered a letter to the Board (the “October JANA Letter”) and Mr. Ostfeld held a telephonic meeting with representatives of Company management to express JANA’s view that the Company should engage a financial advisor and publicly commit to a comprehensive review of strategic alternatives to maximize shareholder value.

On October 18, 2023, following JANA’s statements at the 13D Monitor Active-Passive Investor Summit, the chief executive officer of Party A called Mr. Jeffery to reiterate Party A’s interest in exploring a potential acquisition of the Company but again did not provide a proposal with respect to value.

On October 21, 2023, the Board, together with members of Company management and representatives of the Company’s financial advisors, met and discussed, among other items, the October JANA Letter and the recent interactions with JANA and other stockholders of the Company, the recent interactions with Party A, and the best next steps for the Company, including whether commencing a strategic review process would be appropriate for the Company at such time. After discussion and deliberation, the Board determined that it was not in the best interests of the Company and its stockholders to publicly commit to commencing a strategic review process at such time. The Board also instructed Mr. Jeffery to maintain an ongoing line of open communication with Party A regarding a potential strategic transaction.

On October 26, 2023, Mr. Jeffery held another call with the chief executive officer of Party A to suggest that representatives of Party A and representatives of the Company next meet in person to continue conversations with respect to a potential strategic transaction.

On November 9, 2023, the Board, together with members of Company management and representatives from the Company’s financial advisors and Cravath, Swaine & Moore LLP (“Cravath”), legal advisor to the Company,

met for a regularly scheduled meeting. At such meeting, one of the Company’s financial advisors at such time, who we refer to as “Financial Advisor A”, presented preliminary views on the value of the Company on a stand-alone basis, the strategic landscape facing the Company and the universe of potential buyers for the Company. Representatives of Cravath also provided the Board with an overview of their fiduciary duties.

On November 21, 2023, members of Company management met in person with representatives of Party A to continue discussions regarding a potential strategic transaction between the parties. Later that day, the chief executive officer of Party A had a call with Mr. Jeffery during which he expressed that Party A would potentially be interested in acquiring the Company at a price of $25.00 per share.

During the course of 2023, the Company also began to evaluate a potential joint venture designed to expand and accelerate the Company’s fiber build plan and to accelerate the Company’s return to free cash flow growth (the “Fiber Build Joint Venture”), and the Company engaged Barclays as a financial advisor to assist the Company with the Fiber Build Joint Venture process. Between October 30, 2023 and December 1, 2023, Barclays contacted thirteen potential counterparties to determine each such counterparty’s interest in partnering with the Company in such Fiber Build Joint Venture. Following such outreach, between November 3, 2023 and December 15, 2023, the Company negotiated and entered into confidentiality agreements with nine counterparties. Between December 2023 and January 2024, the Company received preliminary proposals from four of the nine potential counterparties regarding proposed high-level terms of the Fiber Build Joint Venture and eventually proceeded to advance three of such potential counterparties to term sheet negotiations regarding the key terms of the potential Fiber Build Joint Venture.

In late November 2023, Mr. Jeffery requested Financial Advisor A to contact each of Verizon and a strategic party that we refer to as “Party B” to see whether each such party would be interested in entering into a confidentiality agreement with the Company to explore a potential transaction with the Company, in the event the Board determined to engage in discussions with either such party. On November 29, 2023, representatives of Financial Advisor A contacted a member of management of Verizon and a member of management of Party B, in each case on behalf of the Company and on a confidential basis, to determine whether each such party would be interested in entering into such a confidentiality agreement. During the course of the following week, the Company and its advisors negotiated a confidentiality agreement with each of Party B and Verizon, each of which did not contain a “don’t ask, don’t waive” provision and contained standstill provisions that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party.

On December 2, 2023, the Board met, together with members of Company management, so that management could, among other things, provide an update on the ongoing conversations between the Company and Party A, including the expression of value communicated by the chief executive officer of Party A on November 21, 2023. Following discussion, the Board instructed Mr. Jeffery to inform Party A that the Board believed the intrinsic value of the Company materially exceeded Party A’s preliminary expression of value, but that the Company was willing to continue conversations with Party A to determine if Party A would be able to improve its perspective on value. At this meeting, Mr. Jeffery also provided the Board an update on the preliminary conversations between the Company and each of Verizon and Party B and informed the Board that the Company was in the process of negotiating confidentiality agreements with each such party so that the Company could be positioned to engage in more detailed conversations with each such party if the Board determined that to be appropriate at such time. Following discussion, the Board instructed members of management and Financial Advisor A to continue exploratory discussions with each of Verizon and Party B regarding their respective interest in a strategic transaction with the Company.

On December 4, 2023, JANA sent a letter to the Board calling for the Board to commence a comprehensive review of strategic avenues for shareholder value creation, including evaluation of a sale transaction, a strategic partnership/joint venture, or the divestiture of non-core copper passings to accelerate the Company’s transition to a pure-play fiber provider. On the same day, JANA issued a press release that included the full text of the letter.

On December 13, 2023, members of Company management held a management presentation for representatives of Party B.

On December 14, 2023, members of Company management held a management presentation for representatives of Verizon.

On December 19, 2023, the Board, together with members of Company management and its legal and financial advisors, met to discuss, among other topics, the status of the ongoing discussions with Party A, Party B and Verizon, the ongoing engagement with JANA and next steps for the Company in light of the Company’s other potential

strategic alternatives, including the Company’s ongoing consideration of the Fiber Build Joint Venture. Following discussion, the Board again determined that publicly announcing a strategic review process at that time (as requested by JANA in its December 4 letter) would not be in the best interests of the Company and its stockholders, but directed its financial advisors to deliver a process letter for a potential sale transaction to each of Party A, Party B and Verizon that would request a non-binding written indication of value in early February 2024. The Board further instructed members of Company management to continue to advance the Fiber Build Joint Venture process as a potential strategic alternative.

Following such meeting of the Board, on December 22, 2023, Financial Advisor A delivered a process letter to representatives of each of Party A, Party B and Verizon, requesting preliminary, non-binding written indications of interest for a sale transaction, including an indication of value, by February 6, 2024.

Also on December 22, 2023, Party A contacted representatives of the Company requesting the ability to engage with potential equity financing partners for a strategic transaction. The Company consented to Party A engaging with one potential equity financing partner and proceeded to negotiate and have such potential equity financing partner enter into a joinder agreement to the Company’s existing confidentiality agreement with Party A, which confidentiality agreement did not contain a “don’t ask, don’t waive” provision and contained a standstill provision that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party. Thereafter, the Company provided such potential equity financing partner with access to due diligence materials.

On December 28, 2023, the Company provided each of Party A, Party B and Verizon access to additional due diligence materials in a virtual data room. The Company continued to provide due diligence materials to each prospective counterparty and held additional diligence calls and sessions with each prospective counterparty over the course of January 2024 and early February 2024.

On January 25, 2024, the Board, together with members of Company management and its legal and financial advisors, met to discuss, among other topics, the status of the ongoing discussions with Party A, Party B and Verizon, next steps for the Company in light of the Company’s other potential strategic alternatives and whether to announce a strategic review process, including the content of potential strategic review announcements should the Company announce such a process. Following discussion, the Board determined that publicly announcing a review process of opportunities to unlock shareholder value would be in the best interests of the Company and its stockholders at such time.

On February 5, 2024, the Company publicly announced that the Board and Company management team had commenced a formal and comprehensive review process of all opportunities to unlock shareholder value, including continued optimization of the Company’s operational and financing strategy, strategic partnerships, joint ventures, divestitures, mergers and business combinations.

Also on February 5, 2024, a financial sponsor that we refer to as “Party C” that was initially contacted as part of the Fiber Build Joint Venture process, submitted to the Company an alternative proposal to form a joint venture with respect to certain of the Company’s mature fiber markets (the “Mature Fiber Joint Venture”).

Prior to February 6, 2024, each of Party A, Party B and Verizon informed representatives of Financial Advisor A that it would not be submitting acquisition proposals by the requested February 6, 2024 deadline and each prospective counterparty indicated it would need additional time before it could potentially submit such a proposal.

On February 12 and February 13, 2024, the Board, along with members of Company management and the Company’s legal and financial advisors, met for a regularly scheduled meeting. The Board discussed, among other items, the ongoing status of the various strategic initiatives the Company was considering, including non-core divestments, tuck-in acquisitions, the potential Fiber Build Joint Venture, the potential Mature Fiber Joint Venture, a potential preferred equity investment by a third party in the Company and a potential sale of the Company. Members of management provided the Board with an overview of the Company’s ongoing engagement with (i) the potential counterparties interested in the potential Fiber Build Joint Venture and the status of the negotiations with each potential counterparty, (ii) Party C regarding the potential Mature Fiber Joint Venture and the potential terms thereof, (iii) the potential investors interested in a preferred equity investment and summarized the potential terms of such investment, and (iv) each of Party A, Party B and Verizon regarding a sale of the Company. Following discussion, in light of the extensive time and resources expended by the Company’s management team in the diligence process with each of Party A, Party B and Verizon during the preceding two months and the lack of receipt of any written

indication of interest from any party by the previously requested February 6, 2024 deadline, the Board determined that the Company should stop the exploration of a sale of the Company at such time to focus on its review of other potential strategic alternatives and directed management to communicate such determination to each of Party A, Party B and Verizon.

In early March 2024, having still not received any written indications of interest from any of Party A, Party B or Verizon, the Company delivered customary “return or destroy” letters to each of Party A, Party B and Verizon and terminated each party’s access to previously provided diligence materials.

Between late January 2024 and March 2024, the Company continued its term sheet negotiations with three potential counterparties regarding the Fiber Build Joint Venture and, in connection therewith, permitted two such counterparties to contact potential debt financing sources regarding potential funding to be provided to the joint venture vehicle. In late March 2024, after progressing such negotiations, a potential joint venture partner that we refer to as “Party D” requested that the Company enter into an exclusivity agreement with Party D with respect to the Fiber Build Joint Venture. After considering the current terms and status of negotiations with the other potential counterparties regarding the Fiber Build Joint Venture, on March 24, 2024, the Company entered into an exclusivity agreement with Party D to pursue the Fiber Build Joint Venture with Party D on an exclusive basis (the “Party D Joint Venture”). From March 24, 2024 until late August 2024, the Company engaged in extensive discussions and negotiations with Party D regarding the Party D Joint Venture and extended the exclusivity agreement with Party D governing negotiations with respect to the Fiber Build Joint Venture on a rolling basis.

On February 19, 2024, the chief executive officer of a strategic party that we refer to as “Party E” had a call with John Stratton, the executive chairman of the Company, regarding a potential strategic transaction between the parties.

Between February 21 and March 11, 2024, the Company and its advisors negotiated and entered into a confidentiality agreement with Party E, which did not contain a “don’t ask, don’t waive” provision and contained a standstill provision that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party.

During the course of April 2024 and May 2024, the Company made available certain diligence materials to Party E and held certain calls between members of the respective management teams.

On April 26, 2024, the chief executive officer of Party E and Mr. Jeffery met in person. At the meeting, the chief executive officer of Party E expressed Party E’s interest in potentially acquiring fiber assets in the geographies in which the Company operates and indicated that Party E would be interested in exploring a potential strategic transaction with the Company.

On May 15, 2024, the Board, along with members of Company management and the Company’s legal and financial advisors, met for a regularly scheduled meeting. Members of Company management provided the Board with an overview of the Company’s strategic initiatives, including execution of the Company’s stand-alone plan and various financing alternatives to fund the stand-alone plan. Members of Company management also provided the Board with an update regarding the status of the Party D Joint Venture, including the key negotiated terms of the Party D Joint Venture and the anticipated timeline of further negotiations.

On May 28, 2024, a member of Company management had a call with a member of management of Party E who indicated that Party E would present the Company with a proposal to acquire the Company in the upcoming days.

On June 6, 2024, the chief executive officer and other members of Party E management met with members of Company management and delivered a letter to the Company that included a non-binding proposal to acquire the Company for cash consideration within the range of $34.00 to $37.00 per share, subject to the satisfactory completion of due diligence (the “Initial Party E Proposal”).

On June 10, 2024, the Board, along with members of Company management and the Company’s legal and financial advisors, met to discuss the Initial Party E Proposal and corresponding next steps. Representatives of Financial Advisor A reviewed the terms of the Initial Party E Proposal with the Board, and the Board discussed with Company management and its financial and legal advisors the various ways in which the Company could respond to the Initial Party E Proposal. The Board also discussed the progress of ongoing negotiations with respect to the

Party D Joint Venture. Following discussion, the Board directed Mr. Jeffery to communicate to Party E that the Board had had an initial meeting to discuss the Initial Party E Proposal and was continuing to assess the Initial Party E Proposal and that any further response would follow after the Board had completed its assessment.

On June 11, 2024, Mr. Jeffery had a call with the chief executive officer of Party E, during which Mr. Jeffery communicated that the Board was continuing to assess the Initial Party E Proposal.

On June 17 and June 18, 2024, the Board, along with members of Company management and the Company’s legal and financial advisors, met for regularly scheduled meetings. At such meetings, members of Company management presented the Board with an update on the Company’s review of strategic initiatives, including continued negotiations with respect to the Party D Joint Venture and planned next steps for negotiating the Party D Joint Venture, as well as an update on continuing execution of the Company’s financing strategy to address leverage, capital structure and debt maturity management in the Company’s stand-alone plan. Financial Advisor A also presented the Board with an overview of the terms of the Initial Party E Proposal and provided the Board with an updated preliminary view on value of the Company on a stand-alone basis. The Board proceeded to discuss the terms of the Initial Party E Proposal, potential responses to the Initial Party E Proposal and whether the Company should reengage with Party A, Party B and Verizon. Following such discussion, the Board determined that Mr. Jeffery should communicate to Party E that the Company was willing to engage with Party E and provide Party E with further diligence information in order to enable Party E to increase the value of its proposal, but that the Company should not reengage with Party A, Party B or Verizon until discussions with Party E progressed further. The Board also discussed the potential establishment of a special purpose committee to assist the Board in the review and evaluation of potential strategic transactions available to the Company, including a proposed joint venture transaction (including the Party D Joint Venture) and a possible sale or other business combination transaction.

On June 19, 2024, Mr. Jeffery held a call with the chief executive officer of Party E and communicated the Board’s determinations regarding the Initial Party E Proposal.

On June 20, 2024, members of the Board, along with members of Company management, held a meeting to further discuss the potential scope of work of the special purpose committee to assist the Board in the review and evaluation of potential strategic transactions available to the Company, as well as the potential benefits of such committee or the Board retaining additional financial and legal advisors to assist in the evaluation of such potential strategic transactions. At such meeting, it was agreed that certain of the expected members of the special purpose committee should reach out to potential, additional financial and legal advisors.

On June 21 and 22, 2024, such members of the Board had discussions with representatives of PJT Partners and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) regarding PJT Partners and Paul, Weiss potentially acting as financial advisor and legal advisor, respectively, to the special purpose committee.

Also on June 21, 2024, the Board, along with members of Company management and the Company’s legal and financial advisors, met to discuss the status of discussions with Party E and the potential formation of a special purpose committee to assist the Board in review of potential strategic transactions.

On June 25, 2024, members of Company management held a management presentation for representatives of Party E.

On June 26, 2024, the Board, along with members of Company management, met to discuss (i) the formal establishment of a special purpose committee to assist the Board in the review and evaluation of potential strategic transactions available to the Company, including a proposed joint venture transaction (including the Party D Joint Venture) and a possible sale or other business combination transaction (the “Strategic Review Committee”) and (ii) the formal engagement of PJT Partners as a financial advisor to the Company and the Strategic Review Committee and Paul, Weiss as a legal advisor to the Strategic Review Committee to support the evaluation of potential strategic transactions. On June 27, 2024, by unanimous written consent, the Board formally established the Strategic Review Committee consisting of the following members: Mr. Stratton, Kevin L. Beebe, Pamela L. Coe, Mr. Jeffery, Steven C. Pusey, Margaret M. Smyth, Maryann Turcke and George (Woody) Young (chair) and delegated to the Strategic Review Committee the authority to (i) review and evaluate the terms and conditions of potential strategic transactions, (ii) provide oversight and guidance to management regarding potential strategic transactions, including the negotiation of the terms thereof and (iii) recommend to the Board any and all actions with respect to any potential strategic transaction. Members of the Strategic Review Committee regularly consulted with each other

and members of Company management throughout the transaction process, and the Strategic Review Committee also regularly met in executive session at the conclusion of meetings of the Strategic Review Committee to discuss the Company’s strategic alternatives and the negotiations with potential counterparties.

On June 28 and June 30, 2024, the Strategic Review Committee, along with members of Company management, met to further discuss the role of PJT Partners and Paul, Weiss as financial and legal advisors, respectively, to the Strategic Review Committee.

Between the remainder of June 2024 and July 2024, the Company provided due diligence materials to Party E, including through a virtual data room, and representatives of the Company management, and its legal and financial advisors had numerous calls with representatives of Party E and its financial and legal advisors.

From July 2 to July 12, 2024, members of Company management and Financial Advisor A had numerous calls and meetings with members of management of Party E and its financial advisors regarding a range of specific due diligence topics. Throughout this period, the Strategic Review Committee received periodic updates from Company management and the Company’s and the Strategic Review Committee’s financial and legal advisors regarding ongoing discussions with, and the diligence being conducted by, Party E.

On July 9, 2024, Hans Vestberg, the chief executive officer of Verizon, made an unsolicited outreach to Mr. Stratton, indicating that Verizon would be assessing opportunities in the broadband industry over the coming months and would be interested in reengaging in discussions with the Company regarding a potential strategic transaction.

On July 10, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors, met and discussed the updated progress with respect to the Party D Joint Venture. The Strategic Review Committee also discussed the outreach received from Verizon and potential implications of such outreach on the Company’s engagement with Party E regarding the Initial Party E Proposal.

On July 16, 2024, members of Company management met with members of management of Party E, during which meeting members of management of Party E expressed that it would be challenging for Party E to provide a proposal at the low end of its previously expressed valuation range of $34.00 to $37.00 per share and that the board of directors of Party E would be convening in the coming days to determine whether Party E would continue to pursue a strategic transaction with the Company.

On July 17, 2024, the Strategic Review Committee, along with members of Company management, met to discuss recent interactions with Party E and the Initial Party E Proposal. Members of management informed the Strategic Review Committee of its July 16, 2024 discussions with Party E and the indications Party E had expressed regarding the challenge in providing a valuation at the low end of its previously indicated range. Following discussion of the interactions with Party E, the Strategic Review Committee directed Mr. Jeffery to convey to Party E the Company’s disappointment in the most recent indications from Party E on value given the time and effort the Company had committed to engaging with Party E.

In mid-July 2024, the Company determined that it would no longer use the services of Financial Advisor A in connection with any potential strategic transaction.

On July 18, 2024, Mr. Jeffery had a call with the chief executive officer of Party E and conveyed the Strategic Review Committee’s messaging.

On July 23, 2024, the Strategic Review Committee met, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors. PJT Partners provided the Strategic Review Committee with a review of its preliminary and illustrative valuation perspectives of the Company and the Strategic Review Committee discussed the key opportunities and risks related to the Company’s stand-alone business plan, including the Party D Joint Venture.

Later on July 23, 2024, Party E delivered a letter to the Company that included a revised non-binding proposal to acquire the Company for cash consideration at a price of $34.25 per share (the “Party E July 23 Proposal”) and requested that the Company enter into an exclusivity agreement with Party E providing for a thirty-day exclusivity period.

On July 24, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors, met to discuss the Party E July 23 Proposal and potential next steps. In response to questions from the Strategic Review Committee members at the July 23, 2024 meeting, members of Company management provided the Strategic Review Committee with an overview of key opportunities and risks related to the Company’s stand-alone business plan to inform the Strategic Review Committee’s assessment of, and response to, the Party E July 23 Proposal. The Strategic Review Committee discussed and examined the relative merits and considerations of the strategic alternatives other than a sale of the Company, including continuing with execution of the Company’s stand-alone plan (both assuming and not assuming the consummation of the Party D Joint Venture). After considering the risks and benefits of such strategic alternatives, the Strategic Committee determined that, at an appropriate valuation, a sale of the Company would provide superior value to the Company’s stockholders relative to the Party D Joint Venture. The Strategic Review Committee further discussed a proposed response to Party E, including whether the Strategic Review Committee would grant Party E exclusivity, and proposed outreach to other potential strategic counterparties in light of the Party E July 23 Proposal. Following discussion, the Strategic Review Committee directed Company management and its advisors to contact Party A, Party B and Verizon to determine their respective interest in a potential strategic transaction and to respond to Party E by offering a meeting between members of Company management and members of management of Party E to convey the need for additional value in excess of the Party E July 23 Proposal and to convey to Party E that the Company was not prepared to enter into exclusivity with Party E based on the value presented in the Party E July 23 Proposal.

From late July 2024 until late August 2024, the Company continued to engage in negotiations with Party D regarding the Party D Joint Venture and progressed well-advanced drafts of definitive agreements with respect to the Party D Joint Venture in order to preserve the Party D Joint Venture as a strategic option available to the Company while negotiations with Party E and Verizon continued.

Later on July 24 and July 25, 2024, representatives of PJT Partners, on behalf of the Company and at the direction of the Strategic Review Committee, contacted the chief executive officer of Party A and the chief executive officer of Party B to inform each counterparty that the Company was in advanced discussions with a third party regarding a sale transaction, and that if either such counterparty was interested in reengaging with the Company regarding a potential sale transaction it would need to do so expeditiously. On July 25, 2024, Party B informed representatives of PJT Partners that it was not interested in a potential strategic transaction with the Company. On July 29, 2024, Party A informed representatives of PJT Partners that it was not interested in considering a potential strategic transaction with the Company at such time. Following confirmation by Party A and Party B, respectively, PJT Partners promptly informed the Strategic Review Committee that such counterparties were not interested in a potential strategic transaction with the Company.

Also on July 24, 2024, Mr. Stratton had a telephonic conversation with Mr. Vestberg to inform Verizon that the Company was in advanced discussions with a third party regarding a sale transaction and that Verizon would need to proceed expeditiously if it was interested in pursuing a potential sale transaction with the Company. Mr. Stratton further indicated that if Verizon was interested, it would need to submit an indication of value and proposed transaction structure and key terms by August 2, 2024. Between July 26 and July 29, 2024, Verizon submitted certain priority diligence requests to the Company that Verizon indicated would be necessary to review in order to provide an indication of value.

On July 25, 2024, the Company determined to engage Barclays as an additional financial advisor to support the Company’s ongoing evaluation of a potential sale transaction.

On July 26, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors, met to discuss the outreach to Party A, Party B and Verizon, the ongoing assessment of the Party E July 23 Proposal and the ongoing discussions with Party D in connection with the Party D Joint Venture.

On July 29, 2024, members of Company management, PJT Partners and Barclays met with members of management of Party E and its financial advisors to convey, at the direction of the Strategic Review Committee and the Company, respectively, the Company’s view that additional value materially in excess of the Party E July 23 Proposal was necessary. Representatives of Party E expressed that the Party E July 23 Proposal reflected a fully priced proposal and requested that the Company provide an indication of price at which it would be willing to consummate a transaction with Party E.

On July 30, 2024, the Strategic Review Committee met, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors. Identifying that Party A and Party B were not interested in a potential strategic transaction with the Company, the Strategic Review Committee then discussed the status of engagement with Verizon and Party E and whether to provide a specific counterproposal on price to Party E at such time. Following discussion, the Strategic Review Committee determined not to provide a counterproposal on price to Party E at such time, but to provide Party E with a draft merger agreement and request feedback from Party E on the key issues in the terms set forth in the draft merger agreement.

Following such meeting, on July 30, 2024, Cravath, on behalf of the Company, delivered a draft merger agreement to Party E (the “Party E Merger Agreement”) and its legal advisors, providing for, among other items, a proposed non-solicitation covenant with a “fiduciary out” provision allowing the Board to change its recommendation that Company stockholders adopt the merger agreement either upon receipt of a superior proposal or if the failure to do so would be inconsistent with the directors’ fiduciary duties; a termination fee payable by the Company of 1.5% of equity value in the event the merger agreement was terminated by the Company to enter into an agreement providing for a superior proposal or in the event the prospective buyer terminated due to a change in the Board’s recommendation of the transaction to the Company’s stockholders; a “hell-or-high-water” regulatory efforts standard; and a reverse termination fee payable by the prospective buyer of 8.0% of equity value in the event the merger agreement was terminated due to failure to receive regulatory approvals by the outside date.

On August 2, 2024, Verizon delivered a letter to the Company which included a non-binding proposal to acquire the Company for cash consideration within the range of $30.00 to $33.00 per share, subject to the completion of diligence (the “Verizon August 2 Proposal”).

On August 4, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors, met to discuss the Verizon August 2 Proposal and potential responses. Following discussion, the Strategic Review Committee decided that Mr. Stratton should contact Mr. Vestberg and communicate that the valuation in the Verizon August 2 Proposal was not competitive with other strategic options available to the Company and that any improved proposal would need to be received promptly in light of such other available options, but that the Company would be willing to provide further information to Verizon to enable Verizon to improve its proposal.

Later on August 4, 2024, Mr. Stratton communicated the Strategic Review Committee’s determination to Mr. Vestberg. In addition, on August 4, 2024, PJT Partners communicated to Centerview Partners LLC (“Centerview”), financial advisor to Verizon in connection with its evaluation of the potential transaction, that Verizon’s proposed valuation for the Company, as set forth in the Verizon August 2 Proposal, was not competitive with other strategic options available to the Company.

On August 5, 2024, legal advisors to Party E delivered a list of key issues in the Party E Merger Agreement to representatives of Cravath. The list noted the key issues that Party E would expect to revise in the Party E Merger Agreement, including, among other things, expanding the scope of the non-solicitation covenant; increasing the Company termination fee to 4% of enterprise value; including a provision entitling Party E to expense reimbursement in the event the merger agreement was terminated due to a failure to obtain Company stockholder approval for the merger; reducing the efforts standard with respect to obtaining required regulatory approvals; and rejecting the inclusion of a reverse termination fee. Later on August 5, 2024, Cravath, along with members of Company management, had a discussion with Party E and its legal advisors to discuss the key issues list to the Party E Merger Agreement.

Also on August 5, 2024, Verizon delivered a letter to the Company requesting a meeting with members of Company management to be able to validate key diligence items and indicating that following such meeting, it expected to be in a position to submit a revised proposal considerably above the top end of the valuation range previously expressed in the Verizon August 2 Proposal. Later on the same day, the Company sent a response letter to Verizon confirming that certain members of Company management would make themselves available for the requested meeting on August 6, 2024.

On August 6, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors, met to discuss the letter

received from Verizon on August 5, 2024 and the status of discussions with Party E. The Strategic Review Committee confirmed that key members of management should meet with members of management of Verizon, reviewed the planned agenda of such meeting and instructed management to request that Verizon provide a specific indication of value as soon as possible after such meeting.

Later on August 6, 2024, members of Company management held the requested management meeting with members of management of Verizon.

On August 7, 2024, legal advisors to Party E delivered a revised draft of certain key provisions of the Party E Merger Agreement reflecting the positions noted in the key issues list delivered to Cravath on August 5, 2024.

On August 8, 2024, Verizon delivered a letter to the Company including a revised non-binding proposal to acquire the Company for cash consideration within the range of $36.00 to $38.00 per share (the “Verizon August 8 Proposal”).

Later on August 8, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and Strategic Review Committee’s respective legal and financial advisors, met to discuss the Verizon August 8 Proposal and potential responses to Verizon. Following discussion, the Strategic Review Committee directed PJT Partners to communicate to members of management of Verizon that the Strategic Review Committee had directed members of Company management to remain on course towards an alternative Company sale transaction and in order to be competitive Verizon would need to improve upon the Verizon August 8 Proposal by the end of the following week. In connection with such opportunity, the Strategic Review Committee directed Cravath to send a draft merger agreement to Verizon and to provide Verizon access to a virtual data room so it could continue diligence.

On August 9, 2024, representatives of PJT Partners communicated the Strategic Review Committee’s determination to members of management of Verizon. In addition, on August 9, 2024, Cravath, on behalf of the Company, delivered a draft of the merger agreement (the “Verizon Merger Agreement”), on substantially the same terms as was provided to Party E on July 30, 2024, to Debevoise & Plimpton LLP (“Debevoise”), legal advisors to Verizon.

Between August 9, 2024 and late August 2024, the Company provided due diligence materials to Verizon, including through a virtual data room, and members of the Company management, Cravath, PJT Partners and Barclays had numerous calls with representatives of Verizon, Centerview and Debevoise.

On August 10, 2024, Cravath delivered a revised draft of the Party E Merger Agreement to Party E and its legal advisors. On August 12, 2024, Cravath and the Company’s Chief Legal Officer held calls with each of Debevoise and legal advisors to Party E to discuss feedback to each of the Verizon Merger Agreement and the Party E Merger Agreement, respectively.

On August 13, 2024, representatives of Party E’s legal advisors held a telephonic call with representatives of Cravath during which Party E’s legal advisors informed Cravath that Party E would be seeking the Company’s consent to contact a limited number of institutional investors regarding potential equity financing to be provided to Party E concurrently with the announcement of the acquisition of the Company.

On August 14, 2024, legal advisors to Party E delivered a revised draft of the Party E Merger Agreement to representatives of Cravath on behalf of Party E. This draft of the Party E Merger Agreement, among other things, expanded the scope of the non-solicitation covenant, reduced the efforts standard necessary to obtain required regulatory approvals and rejected inclusion of a reverse termination fee.

Also on August 14, 2024, representatives of PJT Partners held a call with representatives of Verizon to request that Verizon submit a letter affirming its continued interest and indicating an anticipated price per share and timeline to finalizing a potential transaction.

On August 15, 2024, representatives of Verizon delivered a letter on behalf of Verizon to the Company that indicated that Verizon had strengthened its conviction on valuation to be in the higher end of the valuation range set forth in the Verizon August 8 Proposal.

On August 16, 2024, representatives of Debevoise delivered a revised draft of the Verizon Merger Agreement to representatives of Cravath on behalf of Verizon. This revised draft of the Verizon Merger Agreement expanded the

scope of the proposed non-solicitation covenant and proposed a termination fee payable by the Company of 3.75% of equity value. This revised draft of the merger agreement did not include a proposal with respect to regulatory matters, which representatives of Debevoise indicated would be provided soon.

On August 17, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and Strategic Review Committee’s respective financial and legal advisors, met to discuss the status of discussions with each of Party E and Verizon, including potential next steps with respect to each of Party E and Verizon. The Strategic Review Committee discussed providing a response to Verizon and requesting that Verizon, prior to the end of the month, provide an improved proposal on value and progress towards substantially finalizing the Verizon Merger Agreement. The Strategic Review Committee also discussed communicating to Party E that it would need to improve on terms, including price, and narrow the scope of institutional investors it was seeking to approach with respect to the potential equity financing before the Company would consent to such outreach. The Strategic Review Committee decided to convey to Party E that it would need to reach a valuation of at least $37.00 per share in order to consider moving forward with a transaction with Party E (the “Company Party E Counterproposal”).

On August 17, 2024, Mr. Jeffery held a call with the chief executive officer of Party E and delivered the Strategic Review Committee’s determination regarding the Company Party E Counterproposal and outreach to potential institutional investors.

On August 18, 2024, Mr. Stratton held a call with Mr. Vestberg to communicate the Strategic Review Committee’s determination. During such call, Mr. Stratton and Mr. Vestberg agreed to reconvene on August 24, 2024 to assess further progress made by the parties. Later on August 18, 2024, representatives of Debevoise delivered a further revised draft of the Verizon Merger Agreement to representatives of Cravath on behalf of Verizon which proposed a reduced efforts standard with respect to obtaining required regulatory approvals and a reverse termination fee of 4% of equity value.

On August 19, 2024, representatives of Cravath delivered a revised draft of the Party E Merger Agreement to the legal advisors of Party E on behalf of the Company. This revised draft of the Party E Merger Agreement rejected certain changes made to the non-solicitation covenant, proposed a termination fee of 2.75% of equity value and proposed a stronger regulatory efforts standard.

From August 19, 2024 until August 30, 2024, representatives of Cravath and other legal advisors to the Company (including Wilkinson Barker Knauer, LLP, as regulatory legal counsel to the Company (“Wilkinson”)) had calls and exchanged correspondence with legal advisors and members of management of Party E related to the draft Party E Merger Agreement. During this period, representatives of Cravath and Paul, Weiss also regularly consulted each other regarding the terms of the Party E Merger Agreement.

On August 20, 2024, representatives of Cravath delivered a revised draft of the Verizon Merger Agreement to Debevoise on behalf of the Company. This revised draft of the Verizon Merger Agreement rejected certain changes made to the non-solicitation covenant, proposed a termination fee of 2.5% of equity value, proposed a regulatory efforts standard that would require Verizon to use reasonable best efforts to obtain required regulatory approvals unless doing so would reasonably be expected to result in a material adverse effect on either party and proposed a reverse termination fee of 7.0% of equity value.

From August 20, 2024 until the execution of the Verizon Merger Agreement on September 4, 2024, representatives of Cravath and other legal advisors to the Company (including Wilkinson) had calls and exchanged correspondence with Debevoise and representatives of Verizon related to the draft Verizon Merger Agreement. During this period, representatives of Cravath and Paul, Weiss also regularly consulted each other regarding the terms of the Verizon Merger Agreement.

On August 22, 2024, Mr. Jeffery had a call with the chief executive officer of Party E, during which Party E communicated that it was still interested in moving forward towards a potential acquisition of the Company, but Party E would not be able to propose a value of $37.00 per share or even $36.75 per share, and further that it was unlikely Party E would be able to offer a price in excess of a $35.00 to $36.00 per share valuation range. On the same day, representatives of Debevoise and Cravath held a call to discuss the Verizon Merger Agreement.

On August 23, 2024, the Strategic Review Committee, along with members of Company management and the Company’s and the Strategic Review Committee’s respective financial and legal advisors, held a meeting during which members of management and the financial and legal advisors provided the Strategic Review Committee with

an update on discussions with each of Party E and Verizon. Mr. Jeffery relayed to the Strategic Review Committee the conversations regarding value that he had with the chief executive officer of Party E on the preceding day, and Mr. Stratton updated the Strategic Review Committee on his latest conversations with Mr. Vestberg. Members of management also reviewed with the Strategic Review Committee planned capital expenditures for the Company.

Later on August 23, 2024, a member of management of Party E delivered a letter to the Company in response to the Company Party E Counterproposal, in which they acknowledged the Company Party E Counterproposal of $37.00 per share and included a revised non-binding proposal to acquire the Company for cash consideration of $35.00 per share (the “Party E August 23 Proposal”), requested the Company agree to an exclusivity period until September 15, 2024 and reiterated the request for the Company’s consent to contact a specific list of institutional investors (but expanding the scope of the list of potential institutional investors as compared to the list previously requested by Party E) regarding potential equity financing to be provided to Party E concurrently with the announcement of the acquisition.

Also on August 23, 2024, Debevoise delivered a revised draft of the Verizon Merger Agreement to Cravath, on behalf of Verizon. This revised draft of the Verizon Merger Agreement contained, among other terms, a reduced efforts standard which would not require Verizon to take any actions to obtain required regulatory approvals to the extent such actions were materially adverse to the Company or Verizon (with materiality determined based on the size of the Company); a proposed Company termination fee of 3.5% of equity value; and a proposed reverse termination fee of 5.0% of equity value.

On August 24, 2024, Mr. Jeffery held a call with the chief executive officer of Party E, during which Mr. Jeffery reiterated the need for Party E to increase the value of its proposal. Party E again reiterated that it would not be able to meet the Company’s expectations with respect to value and in order to meet the value set forth in the Party E August 23 Proposal, Party E would need to obtain commitments from institutional investors for equity investments in advance of entry into a transaction. Accordingly, the chief executive officer of Party E reiterated its request for the Company’s consent to contact certain institutional investors regarding equity financing at that time.

On August 25, 2024, Mr. Stratton held a call with Mr. Vestberg. During such call Mr. Stratton conveyed that Verizon would need to deliver an updated proposal, including an increase in value and improved contract terms (including, in particular, an improved position on regulatory efforts), to the Company prior to August 30, 2024 for Verizon to remain competitive in the process.

On August 26, 2024, representatives of Cravath delivered a revised draft of the Verizon Merger Agreement to Debevoise on behalf of the Company. This revised draft of the Verizon Merger Agreement proposed a regulatory efforts standard that would require Verizon to use reasonable best efforts to obtain required regulatory approvals unless doing so would reasonably be expected to result in a material adverse effect on either party (with materiality measured relative to the size of the Company); a Company termination fee of 2.75% of equity value; and a reverse termination fee of 7.0% of equity value.

On August 27, 2024, representatives of Cravath and Debevoise held a call to discuss the terms of the revised Verizon Merger Agreement that Cravath had delivered on August 26, 2024. Following such discussion, later on August 27, 2024, Debevoise indicated to Cravath that Verizon would be willing to agree to a position on regulatory efforts on substantially the same terms that the Company had requested in its August 26, 2024 draft. A representative of Debevoise also delivered a revised draft of the Verizon Merger Agreement to Cravath on behalf of Verizon on August 27, 2024. Over the next several days, Debevoise and Cravath continued to negotiate and were able to resolve the material contract terms of the Verizon Merger Agreement, including the amount of the Company termination fee and the reverse termination fee.

On August 27, 2024, the Strategic Review Committee and members of Company management met to discuss the status of engagement with Party E and determined to grant Party E consent to contact a specific limited list of institutional investors regarding potential equity financing for the transaction.

On August 30, 2024, Verizon delivered a letter to the Company including a revised non-binding proposal to acquire the Company for cash consideration of $38.00 per share (the “Verizon August 30 Proposal”). Following delivery of the Verizon August 30 Proposal, Mr. Vestberg held a call with Mr. Stratton to discuss the Verizon August 30 Proposal.

On August 31, 2024, the Strategic Review Committee, along with the other members of the Board, members of Company management and the Company’s and the Strategic Review Committee’s respective financial and legal

advisors, held a meeting. The Board heard updates from members of Company management regarding the Company’s stand-alone plan, including with respect to financing abilities and plans for increased capital expenditures. After discussion of the Company’s current operational conditions, including the Company’s expected fiber build plan on a stand-alone basis, the Board approved the Standalone Case (as defined in “—Certain Financial Forecasts”) as the Company’s go-forward stand-alone plan and for use by each of PJT Partners and Barclays in their respective financial analyses relating to the proposed merger. The Board also discussed the Verizon August 30 Proposal and potential responses and, following discussion, directed Mr. Stratton to convey to Verizon that the Board intended to determine a path forward from among its available options of strategic alternatives over the coming days and encouraged Verizon to submit their best and final proposal no later than September 1, 2024.

Later on August 31, 2024, Mr. Stratton held a call with Mr. Vestberg and conveyed the Strategic Review Committee’s directive.

On September 1, 2024, Verizon delivered a letter to the Company including a revised non-binding proposal to acquire the Company for cash consideration at $38.50 per share and proposing an exclusivity period through September 5, 2024 (the “Final Verizon Proposal”).

On September 1, 2024, legal advisors to Party E delivered to Cravath, on behalf of Party E, a revised draft of the Party E Merger Agreement. This revised draft of the Party E Merger Agreement continued to reflect disagreement between Party E and the Company on several material terms, including with respect to the amount of the Company termination fee, certain regulatory provisions and the inclusion of a reverse termination fee.

On September 3, 2024, the Strategic Review Committee met, along with the other members of the Board, Company management and the Company’s and the Strategic Review Committee’s respective financial and legal advisors. Mr. Stratton presented an overview of the proposed acquisition of the Company by Verizon and the Final Verizon Proposal. Representatives of each of PJT Partners and Barclays reviewed their respective financial analyses of the Final Verizon Proposal based on the Standalone Case (as defined in “—Certain Financial Forecasts”). Representatives of Paul, Weiss and Cravath reviewed with the Board its fiduciary duties and the terms of the near-final draft of the Verizon Merger Agreement. The Board discussed and considered the Final Verizon Proposal and the near-final draft of the Verizon Merger Agreement. The Board also reviewed the disclosure statements previously provided from each of PJT Partners and Barclays identifying relationships between PJT Partners and Barclays, respectively, and affiliates of Verizon. Considering the latest Party E August 23 Proposal and Party E’s repeated communications regarding the lack of its ability to materially increase the value of its proposal and the latest draft of the Party E Merger Agreement compared to the Final Verizon Proposal and the Verizon Merger Agreement, the Board determined to enter into the proposed exclusivity agreement with Verizon, granting Verizon exclusivity until September 5, 2024.

On the morning of September 4, 2024, the Company entered into an exclusivity agreement with Verizon, providing that the Company would exclusively negotiate with Verizon regarding a potential strategic transaction until 6:00 a.m., New York City time, on September 5, 2024.

On September 4, 2024, the Wall Street Journal published an article stating that Verizon was in advanced talks to acquire the Company.

Later that evening on September 4, 2024, the Strategic Review Committee and the Board met, with Company management and representatives of PJT Partners, Barclays, Cravath and Paul, Weiss in attendance. Mr. Stratton reminded the Strategic Review Committee and the Board of the terms of the proposed acquisition of the Company by Verizon. During the meeting, Mr. Jeffery informed the Board that, earlier that afternoon, he had been contacted by the chief executive officer of Party E, indicating that Party E would be willing to increase its proposal above $35.00 per share, but Party E did not specify the amount by which it would be able to increase its proposal. The Board discussed such outreach from Party E and based on several factors – including Party E’s prior statements that it would not be able to get to $37.00 per share, that Party E would also need to incur substantial indebtedness to fund the merger consideration and that doing so could negatively impact Party E’s credit ratings (thereby further limiting its ability to materially increase its proposed per share consideration) and that Party E had indicated it would require substantial commitments from equity investors prior to entering into a transaction, the lack of progress in resolving material issues in the merger agreement negotiations with Party E, and the fact that in the event Party E could increase value above the Final Verizon Proposal, it could make a proposal to the Company following entry into a transaction with Verizon – the Board determined that pursuing the transaction with Verizon was in the best interests of the Company and its stockholders. At the request of the Strategic Review Committee, a representative of PJT Partners

then rendered PJT Partners’ oral opinion to the Strategic Review Committee and, at the request of the Strategic Review Committee, to the Board, which was subsequently confirmed by the delivery of a written opinion, dated September 4, 2024, which is attached to this proxy statement as Annex B, that, as of that date and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the merger consideration to be received by the holders of shares of Company common stock (other than any excluded shares and any appraisal shares) in the transaction with Verizon was fair to such holders of Company common stock from a financial point of view. At the request of the Board, a representative of Barclays then rendered Barclays’ oral opinion to the Strategic Review Committee and to the Board, which was subsequently confirmed by the delivery of a written opinion, dated September 4, 2024, which is attached to this proxy statement as Annex C, that, as of that date, and based upon and subject to the qualifications, limitations and assumptions stated in such opinion, the merger consideration to be offered to the holders of shares of Company common stock in the transaction with Verizon was fair to such holders of Company common stock (other than any excluded shares and any appraisal shares) from a financial point of view.

After discussion and consideration of a variety of factors, including those discussed in “—Reasons for the Merger” beginning on page 45, the Strategic Review Committee resolved to recommend that the Board proceed with the Final Verizon Proposal. Thereafter, the Board, after discussion and consideration of a variety of factors, including those discussed in “—Reasons for the Merger” beginning on page 45, and considering the recommendation of the Strategic Review Committee, resolved to proceed with the Final Verizon Proposal and unanimously (i) resolved to approve and declare advisable the Verizon Merger Agreement, (ii) declared that it is advisable and fair to, and in the best interests of, the Company and its stockholders that the Company enter into the Verizon Merger Agreement and consummate the merger and all of the other transactions contemplated by the Verizon Merger Agreement, (iii) resolved to recommend that the Company stockholders adopt the Verizon Merger Agreement and (iv) directed that the Verizon Merger Agreement and the transactions contemplated thereby be submitted to Company stockholders entitled to vote for adoption.

Following the meeting of the Strategic Review Committee and the meeting of the Board, representatives of the Company and Verizon executed the Verizon Merger Agreement.

The following morning, on September 5, 2024, the Company and Verizon issued a joint press release announcing the execution of the Verizon Merger Agreement.

At the special meeting of the Strategic Review Committee held on September 4, 2024, after due consideration, including consideration of the material factors described in the section below entitled “—Reasons for the Merger”, and in consultation with the Company’s and its respective legal and financial advisors, the Strategic Review Committee unanimously determined that it was fair to, and in the best interests of, the Company and its stockholders for the Company to enter into the merger agreement and to proceed with and consummate the transactions contemplated by the merger agreement. The Strategic Review Committee also unanimously recommended to the Board that the Board approve and cause the Company to enter into the transactions contemplated by the merger agreement, including the merger, on the terms set forth in the merger agreement and the other transaction documents related thereto.

At the special meeting of the Board held on September 4, 2024, after consideration of the unanimous recommendation and analysis of the Strategic Review Committee and the non-exhaustive list of material factors described in the section below entitled “—Reasons for the Merger”, and detailed discussions with members of Company management, outside legal counsel and financial advisors, at such meeting and prior meetings of the Board, the Board unanimously determined and declared that it is advisable and fair to, and in the best interests of, the Company and its stockholders that the Company enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement and approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and:

As described above in the section entitled “—Background of the Merger”, prior to and in reaching the unanimous determinations set forth above, each of the Board and the Strategic Review Committee consulted with and received the advice of their respective outside legal counsel and financial advisors, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the merger, the merger agreement and the transactions contemplated thereby, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

The Board and the Strategic Review Committee also considered the factors discussed below relating to the steps taken to ensure the Strategic Review Committee was fully informed and engaged in negotiating a potential transaction to provide maximum value to the Company’s stockholders. The Board and the Strategic Review Committee believe such factors support their determinations and recommendations and provide assurance of the procedural fairness of the merger:

In the course of their respective deliberations and in reaching the determinations described above, the Board and the Strategic Review Committee also considered, in consultation with the Company’s and its respective legal and financial advisors, a variety of risks and other countervailing factors related to the merger agreement and the merger, including the following material factors:

In addition, the Board and the Strategic Review Committee were aware of and considered the fact that the Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, those of the Company stockholders generally, as described more fully below in the section entitled “—Interests of the Company’s Directors and Executive Officers in the Merger”.

The foregoing discussion of the factors considered by the Board and the Strategic Review Committee is not intended to be exhaustive, but rather includes the material factors considered by the Board and the Strategic Review Committee. In reaching their respective determinations and recommendations, and in view of the wide variety of factors considered by the Board and the Strategic Review Committee in connection with their respective evaluations of the merger and the complexity of these matters, the Board and the Strategic Review Committee did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors they considered in reaching their respective decisions and did not undertake to make any specific determinations as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determinations of the Board or the Strategic Review Committee. Rather, the Board and the Strategic Review Committee made their respective recommendations based on the totality of the information available to the Board and the Strategic Review Committee, including discussions with, and questioning of, the Company’s management and the Company’s, the Board’s and the Strategic Review Committee’s respective legal and financial advisors. In considering the factors discussed above, individual members of the Board and the Strategic Review Committee may have given different weights to different factors.

This explanation of the Board’s and the Strategic Review Committee’s reasons for their recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements”.

Other than annual guidance—including the guidance for fiscal year 2024 included in the Company’s press release dated May 3, 2024 and the updates of such guidance in the Company’s press release dated August 2, 2024 (the “2024 earnings guidance”), with respect to adjusted EBITDA and cash capital investment, each of which guidance the Company presents as a range, fiber passing additions and certain other financial measures—the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to, among other things, the unpredictability of the underlying assumptions and estimates. The Company is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. The Company has, however, included in this proxy statement certain financial forecasts of the Company that, to the extent described herein, were furnished to (i) the Board, the Strategic Review Committee, PJT Partners (the Strategic Review Committee’s financial advisor), Barclays (the Company’s financial advisor), and Verizon, in connection with the evaluation of, and the discussions concerning, the proposed merger and (ii) certain other parties potentially interested in a transaction with the Company.

These Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”). A summary of this information is presented below.

The Financial Forecasts were, in the view of the Company’s management, prepared on a reasonable basis and in good faith, and, subject to the assumptions set forth below pertaining to the Illustrative Unconstrained Capital Case (as defined below), reflect the best available estimates and judgments at the time of preparation. However, no assurances can be made regarding future events and the estimates and assumptions underlying these financial forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized or undertaken and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, the availability of capital to fund the Company’s operations and the other risks and uncertainties described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21, all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the transactions contemplated by the merger agreement, many of which will be beyond the control of Verizon and the surviving corporation. Company stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the underlying assumptions will prove to be accurate or that any projected results will be realized. Actual results likely will differ, and may differ materially, from those reflected in the Financial Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Financial Forecasts should not be regarded as an indication that the Company, the Strategic Review Committee, the Board, Verizon or its board of directors or any of their respective financial advisors considered, or now consider, these forecasts to be a reliable predictor of future results. The Financial Forecasts are not fact, and neither they nor any underlying assumptions should be relied upon as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information.

The Financial Forecasts include certain non-GAAP financial measures, including Adjusted EBITDA (pre-SBC) (as defined below) and, in the case of the Standalone Case (as defined below), Unlevered Free Cash Flow (as defined below). The Company’s management included forecasts of non-GAAP financial measures in the Financial Forecasts because the Company’s management believes that non-GAAP financial measures can be helpful in comparing the Company’s past financial performance and future results and can be useful as a basis to compare the Company’s operating performance with that of other companies because these measures, when used in conjunction with related GAAP financial measures, (i) provide a more comprehensive view of the Company’s core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation, and planning decisions, and (iii) present measurements that investors and rating agencies have indicated to management are useful to them in assessing the Company and its results of operations. Company stockholders should also note that the non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Company stockholders should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to Company stockholders. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by Verizon.

Due to the inherent limitations of non-GAAP financial measures, Company stockholders should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of the non-GAAP financial measures.

The Financial Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. KPMG LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed upon procedures with respect to the Financial Forecasts

and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Financial Forecasts and should not be read to do so.

The non-GAAP financial measures included in the Standalone Case (as defined below) that was prepared by the management of the Company and directed for use by PJT Partners by the Strategic Review Committee and Barclays by the Company in connection with their respective financial analyses and the preparation of their respective opinions, and by the Board and Strategic Review Committee for their consideration of the merger and were provided to Verizon and its affiliates. Financial measures provided to a financial advisor or counterparty in connection with a business combination transaction are not subject to SEC rules regarding disclosures of non-GAAP financial measures, and reconciliations of non-GAAP financial measures were not relied upon by the Board, the Strategic Review Committee, PJT Partners or Barclays in connection with their respective evaluations of the merger. In addition, none of Verizon or the other potentially interested parties that received the Financial Forecasts, including non-GAAP financial measures, were provided with any such reconciliation. Accordingly, the Company has not provided in this proxy statement a reconciliation of the non-GAAP financial measures included in the Financial Forecasts to the relevant GAAP financial measures.

By including the Financial Forecasts in this proxy statement, none of the Company, Verizon or any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied upon as such, and the Financial Forecasts may differ in important respects from the 2024 earnings guidance, some of which guidance is presented as a range, and which the Company’s management prepared based on a different set of assumptions. The inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Financial Forecasts summarized in this section reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any changes since such Financial Forecasts were prepared. NONE OF THE COMPANY, VERIZON OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR. IN LIGHT OF THE FOREGOING FACTORS AND UNCERTAINTIES INHERENT IN THE FINANCIAL FORECASTS, READERS OF THIS PROXY STATEMENT ARE CAUTIONED NOT TO PLACE RELIANCE ON THIS INFORMATION.

The Company’s management prepared nonpublic, unaudited prospective financial information for fiscal years 2024 through 2033 (the “Standalone Case”) for the Company’s internal use, that was reviewed and adopted by the Board at its meeting held on August 31, 2024. The Standalone Case accounted for the cash flow impact resulting from applying the Company’s federal net operating loss carryforwards (“NOLs”) to Company management’s estimates of taxable income for fiscal years 2024 through 2033, assuming a 25% tax rate (the “NOL forecasts”). The Standalone Case was relied upon by the Strategic Review Committee in reaching the unanimous determination of the Strategic Review Committee described above in the section entitled “—Recommendation of the Strategic Review Committee”, and the Board in reaching its unanimous determination on September 4, 2024 to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger, and to recommend that the Company’s stockholders vote to adopt the merger agreement. The Standalone Case was the only forecast prepared by management of the Company that was approved by the Company and directed by the Strategic Review Committee for use by PJT Partners and directed by the Company for use by Barclays in connection with rendering their respective oral opinions delivered to the Strategic Review Committee and the Board on September 4, 2024, which were subsequently confirmed by delivery of their respective written opinions dated as of September 4, 2024, and performing their respective financial analysis in connection therewith, as summarized below in the section entitled “—Opinions of the Financial Advisors of the Company and Strategic Review Committee” beginning on page 54. The Standalone Case assumes that the Company would continue to operate as a standalone company and does not reflect any impact of the proposed merger, including any impact of the negotiation or execution of the proposed merger, the expenses that may be incurred in connection with the proposed merger or the consummation thereof or the effect of

any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the proposed merger. The Standalone Case was also made available to Verizon and certain other parties potentially interested in a transaction with the Company.

The following table sets forth a summary of the Standalone Case. This summary is not included in this proxy statement to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting.

In connection with the Company’s negotiations with Verizon and other parties potentially interested in a transaction with the Company, in June 2024, at the direction of the Board, the Company’s management also prepared an illustrative unconstrained capital case for fiscal years 2024 through 2033 (the “Illustrative Unconstrained Capital Case”). The Illustrative Unconstrained Capital Case reflected, among other things, an ability for the Company to expand its geographic footprint and accelerate its fiber build rates as compared to the geographic footprint and fiber build rates reflected in the Standalone Case, and therefore improve the future growth and profitability of the Company, unconstrained by the Company’s existing capital structure and liquidity and ability to incur incremental debt to fund its growth. The Illustrative Unconstrained Capital Case relied upon certain optimistic assumptions as compared to the assumptions underlying the Standalone Case, including with respect to (i) the Company’s pursuit of broadband grants in additional areas outside of its existing geographic footprint (and the Company’s win rate in pursuing such grants), (ii) the Company’s ability to optimize the conversion of its existing copper network and (iii) the Company’s ability to identify and pursue commercially viable edge-out locations on an accelerated basis. The Illustrative Unconstrained Capital Case was prepared in order to facilitate seeking an increased valuation from Verizon and other parties potentially interested in a transaction with the Company by assisting in the assessment of a more well-capitalized potential acquiror’s potential returns following consummation of the proposed merger as compared to the value of the Company if continuing to operate as a standalone company. In light of the magnitude of additional capital required by the Illustrative Unconstrained Capital Case, the Company’s existing capital structure and the limits on the Company’s ability to raise such capital as a standalone company, as well as the uncertainty associated with the other positive assumptions underpinning the Illustrative Unconstrained Capital Case, the Board, the Strategic Review Committee and Company’s management did not believe that the Illustrative Unconstrained Capital Case was achievable by the Company on a standalone basis. The Illustrative Unconstrained Capital Case was

not relied upon by the Strategic Review Committee in reaching the unanimous determination of the Strategic Review Committee described above in the section entitled “—Recommendation of the Strategic Review Committee”, nor the Board in reaching its unanimous determination on September 4, 2024 to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger, and to recommend that the Company’s stockholders vote to adopt the merger agreement. The Illustrative Unconstrained Capital Case was also not approved for use by PJT Partners or Barclays in connection with the rendering of their respective oral opinions to the Strategic Review Committee and the Board or their respective written opinions delivered to the Board and the Strategic Review Committee, and neither PJT Partners nor Barclays used the Illustrative Unconstrained Capital Case for any standalone valuation analyses in performing their respective financial analyses in connection therewith. The Illustrative Unconstrained Capital Case was made available to Verizon and to certain other parties potentially interested in a transaction with the Company.

The Standalone Case and the Illustrative Unconstrained Capital Case are collectively referred to as the “Financial Forecasts”.

The following table sets forth a summary of the Illustrative Unconstrained Capital Case. This summary is not included in this proxy statement to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting.

PJT Partners was retained by the Strategic Review Committee to act as its financial advisor in connection with the merger and, upon the Strategic Review Committee’s request, to render a fairness opinion to the Strategic Review Committee and the Board in connection therewith. The Strategic Review Committee selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of the Company’s industry and its knowledge and understanding of the business and affairs of the Company.

At a meeting of the Board on September 4, 2024, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated September 4, 2024, to the Strategic Review Committee and the Board to the effect that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the merger consideration to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of Company common stock (other than any excluded shares and any appraisal shares) was fair to such holders from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the Strategic Review Committee and the Board, dated September 4, 2024, is attached as Annex B and is incorporated into this proxy statement by reference in its entirety. PJT Partners’ written opinion has been provided by PJT Partners at the request of the Strategic Review Committee and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read the opinion carefully in its entirety. PJT Partners provided its opinion to the members of the Strategic Review Committee and, at the request of the Strategic Review Committee, to the members of the Board, in their respective capacities as such, only in connection with and for purposes of their evaluation of the merger, and PJT Partners’ opinion does not constitute a recommendation as to any action the Strategic Review Committee or the Board should take with

respect to the merger or how any holder of Company common stock should vote or act with respect to the merger or any other matter. The following is a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion. This summary of the PJT Partners opinion contained in this proxy statement is qualified in its entirety by reference to the full text of PJT Partners’ written opinion.

In arriving at its opinion, PJT Partners, among other things:

In preparing its opinion, with the Strategic Review Committee’s consent, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the Strategic Review Committee’s consent, that the Standalone Case and the assumptions underlying the Standalone Case, and all other financial analyses, estimates and forecasts provided to PJT Partners by the Company’s management, were reasonably prepared in accordance with industry practice and represented the Company management's best then currently available estimates and judgments as to the business and operations and future financial performance of the Company. PJT Partners assumed, with the Strategic Review Committee’s consent, that the estimates of the tax effects set forth in the NOL forecasts and management's representations and/or projections regarding taxable income and other tax attributes of the Company are reasonable and that the net operating losses and other tax attributes described therein would be utilized in accordance with such estimates. PJT Partners assumed no responsibility for and expressed no opinion as to the Standalone Case, the NOL forecasts, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by the Company’s management. PJT Partners also assumed, with the Strategic Review Committee’s consent, that there were no material changes in the assets, financial condition, results of operations, business or prospects of the Company since the respective dates of the last financial statements made available to PJT Partners. PJT Partners relied, with the Strategic Review Committee’s consent, upon the assurances of the management of the Company that they were not aware of any facts that would make the information, representations and projections provided by them inaccurate, incomplete or misleading.

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by PJT Partners, nor was PJT Partners furnished with any such verification and PJT Partners did not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct a physical inspection of any of the properties or assets of the Company. PJT Partners did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of the Company, nor was PJT Partners furnished with any such evaluations or appraisals, nor did PJT Partners evaluate the solvency of the Company under any applicable laws.

PJT Partners also assumed, with the Strategic Review Committee’s consent, that the final executed merger agreement would not differ from the execution version reviewed by PJT Partners and that the consummation of the merger would be effected in accordance with the terms and conditions of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the merger, no delay, limitation, restriction or condition would be imposed that would adversely affect, in any respect material to PJT Partners’ analysis, the Company, Verizon or Merger Sub or the contemplated benefits of the merger. PJT Partners also assumed that the representations and warranties made by the Company, Verizon and Merger Sub in the merger agreement and any related agreements were and would be true and correct in all respects material to its analysis. PJT Partners did not express any opinion as to any tax or other consequences that might result from the merger, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood that the Company obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon without independent verification the assessment of the Company and its legal, tax and regulatory advisors with respect to such matters.

PJT Partners did not consider the relative merits of the merger as compared to any other business plan or opportunity that might be available to the Company or the effect of any other arrangement in which the Company might engage and PJT Partners’ opinion did not address the underlying decision by the Company to engage in the merger. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to the holders of the shares of Company common stock (other than any excluded shares and any appraisal shares) of the merger consideration to be received by such holders, and the opinion did not address any other aspect or implication of the merger, the merger agreement, or any other agreement or understanding entered into in connection with the merger or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the merger. PJT Partners also expressed no opinion as to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of the shares of Company common stock or otherwise.

PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of the opinion. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which the shares of Company common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or the merger or as to the impact of the merger on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due.

The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures. PJT Partners’ advisory services and opinion were provided to the members of the Strategic Review Committee and the members of the Board, in their respective capacities as such, in connection with and for the purposes of their evaluation of the merger only, and do not constitute a recommendation as to any action the Strategic Review Committee or the Board should take with respect to the merger or any aspect thereof. PJT Partners’ opinion does not constitute a recommendation to any holder of shares of Company common stock as to how any stockholder should vote or act with respect to the merger or any other matter.

In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the shares of Company common stock but rather made its determination as to fairness, from a financial point of view, to the holders of shares of Company common stock (other than any excluded shares and any appraisal shares) of the merger consideration to be received by such holders pursuant to the merger agreement on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor

relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the merger. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the Strategic Review Committee and, at the request of the Strategic Review Committee, the Board. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company, Verizon or any other parties to the merger. None of the Company, Verizon, PJT Partners or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the Standalone Case, the NOL forecasts and other financial information prepared and furnished to PJT Partners by or on behalf of the management of the Company, and used at the direction of the management of the Company and approved for PJT Partners’ use by the Board and the Strategic Review Committee. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed for the Company as of September 3, 2024 (which was the last full unaffected trading day for shares of Company common stock prior to the date of delivery of PJT Partners’ opinion), and is not necessarily indicative of current or future market conditions. The detail underlying the fully diluted share count for the Company used below was provided by, and used at the direction of, the Company’s management and approved for PJT Partners’ use by the Board and the Strategic Review Committee.

PJT Partners reviewed and compared specific financial, operating and public trading data relating to the Company with similar information for four selected publicly-traded telecommunications companies that PJT Partners deemed comparable to the Company. The selected comparable companies (which we refer to collectively as the “Company Peers”) were Charter Communications Inc., Cable One, Inc., Shenandoah Telecommunications Company and WideOpen West, Inc. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Company common stock on a standalone basis, in each case by reference to these the Company Peers.

As part of its selected comparable company analysis, PJT Partners calculated and analyzed certain ratios and multiples, including total enterprise value (calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, plus debt and debt-like-items, such as tax effected pension liabilities and finance lease liabilities, and less cash and cash equivalents, after giving effect to certain adjustments, to the extent appropriate in PJT Partners’ professional judgment, such as non-controlling interests and equity investments) (“TEV”) as a multiple of estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) after subtracting stock-based compensation (“SBC” and, such EBITDA, “Adjusted EBITDA (post-SBC)”) for the calendar year ending December 31, 2025 (“TEV / 2025E Adjusted EBITDA (post-SBC)”).

All of these calculations (other than any such calculations based on the Standalone Case) were performed and based on publicly available financial data, market data (including share prices) as of the close of trading on September 3, 2024 and consensus estimates derived from sell-side research. The results of this selected comparable company analysis are summarized below:

PJT Partners, based on its professional judgment, selected the Company Peers, because PJT Partners believed their businesses and operating profiles are reasonably similar to that of the Company. However, because of the inherent differences between the businesses, operations and prospects of the Company and those of the Company Peers, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results

of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the businesses, financial and operating characteristics and prospects of the Company and the Company Peers that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels, cash flow generation and degree of operational risk between the Company and the Company Peers included in the selected comparable company analysis.

Accordingly, PJT Partners selected a TEV / 2025E Adjusted EBITDA (post-SBC) multiple range of 7.0x to 8.5x and applied such range to the Company’s estimated Adjusted EBITDA (post-SBC) for the fiscal year ending December 31, 2025 included in the Standalone Case to calculate a range of implied prices per share of Company common stock based on the fully diluted shares of Company common stock outstanding calculated using the treasury stock method as of September 3, 2024 as well as the Company’s net debt, tax affected pension liabilities and finance lease liabilities as of June 30, 2024. The following summarizes the results of these calculations:

PJT Partners then compared these ranges of implied value per share of Company common stock to the merger consideration of $38.50 per share of Company common stock.

PJT Partners reviewed, to the extent publicly available, and analyzed the valuation and financial metrics relating to the following six transactions since 2013 involving companies in the telecommunications industry, which PJT Partners, in its professional judgment, considered generally relevant for comparative purposes:

For each precedent transaction, PJT Partners reviewed the TEV of the target company in the transaction based upon the consideration payable in the transaction as a multiple of the target company’s Adjusted EBITDA (post-SBC), to the extent such information was available, for the last 12 months (the “TEV / LTM Adjusted EBITDA (post-SBC)”). All of these calculations were performed and based on publicly available financial data at the time of announcement of the relevant transaction. The following summarizes the result of these calculations:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis, which PJT Partners discussed with the Strategic Review Committee and the Board. In addition, certain of the selected precedent transactions involved the purchase and sale of certain assets and businesses rather than transactions involving whole companies, and certain of the selected precedent transactions occurred during periods in which financial, economic and market conditions, including the interest rate

environment, were different from those in existence as of the date of PJT Partners’ opinion. PJT Partners therefore made qualitative judgments concerning the differences between the characteristics of the selected precedent transactions and the merger that would affect the acquisition values of the selected target companies and the Company.

After reviewing the above analyses, PJT Partners selected a TEV / LTM Adjusted EBITDA (post-SBC) multiple range of 7.0x to 10.0x and applied such range to the Company’s estimated EBITDA (post-SBC) for the twelve-month period ended June 30, 2024 included in the Standalone Case to calculate a range of implied prices per share of Company common stock based on the fully diluted shares of Company common stock outstanding calculated using the treasury stock method as of September 3, 2024 as well as the Company’s net debt, tax affected pension liabilities and finance lease liabilities as of June 30, 2024. The following summarizes the results of these calculations:

PJT Partners then compared these ranges of implied value per share of Company common stock to the merger consideration of $38.50 per share of Company common stock.

In order to estimate the present value of a share of Company common stock, PJT Partners performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated TEV of the Company using the discounted cash flow method, PJT Partners added (i) the Company’s estimated unlevered free cash flows for the period from June 30, 2024 through the fiscal year ending December 31, 2033 included in the Standalone Case, subject to the adjustments described below, to (ii) ranges of “terminal values” of the Company as of the Company’s fiscal year ending December 31, 2033, and discounted both such amounts to their present value as of June 30, 2024 using a range of selected discount rates. The adjustments to the unlevered free cash flows provided by the Company’s management as part of the Standalone Case consisted of (i) the exclusion of certain line items included in the unlevered free cash flows presented in the Standalone Case: adding back cash taxes (after giving effect to the application of the Company’s NOLs) and deducting capitalized interest and interest income and (ii) the incremental inclusion of certain additional line items: deducting stock-based compensation expense, unlevered cash taxes (not reflecting application of the Company’s NOLs, which were valued separately as described below) and cash taxes paid on behalf of employees for shares withheld.

The residual value of the Company at the end of the Company’s fiscal year ending December 31, 2033, or “terminal value”, was estimated by applying a perpetuity growth rate range of 1.25% to 1.75% selected by PJT Partners in its professional judgement to the Company’s normalized unlevered free cash flow as of the fiscal year ending December 31, 2033 included in the Standalone Case. The unlevered free cash flows and the terminal value were then discounted to present value as of June 30, 2024 using discount rates ranging from 7.75% to 8.75%, which were selected based on PJT Partners’ analysis of the weighted average cost of capital of the Company and its professional judgment.

PJT Partners then calculated a range of implied equity values per share of Company common stock by (i) subtracting the Company’s net debt as of June 30, 2024, which was estimated by the Company’s management to be $10.027 billion, (ii) subtracting the Company’s finance lease liabilities as of June 30, 2024, which were estimated by the Company’s management to be $209 million, and (iii) adding the net present value of the cash flow impact from the Company’s utilization of NOLs for the period from June 30, 2024 through the fiscal year ending December 31, 2033 included in the NOL forecasts (which were discounted to present value as of June 30, 2024 using discount rates ranging from 7.75% to 8.75% selected by PJT Partners in its professional judgment), from or to the estimated TEV derived using the discounted cash flow method and dividing such amount by the fully diluted number of shares of Company common stock as of September 3, 2024. The following summarizes the results of these calculations:

PJT Partners then compared these ranges of implied value per share of Company common stock to the merger consideration of $38.50 per share of Company common stock.

PJT Partners also observed the additional factors described below, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced solely for informational purposes:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above-described analyses as a comparison is directly comparable to the Company or the merger. The terms of the merger agreement, including the merger consideration, were determined through arm’s-length negotiations among the Company, Verizon and Merger Sub, rather than PJT Partners, and the decision to enter into the merger agreement was solely that of the Company, Verizon and Merger Sub.

PJT Partners prepared these analyses for purposes of providing its opinion to the Strategic Review Committee and the Board as to the fairness, from a financial point of view, as of the date of the written opinion of PJT Partners, to the holders of shares of Company common stock (other than any excluded shares and any appraisal shares), of the merger consideration to be received by such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Verizon, PJT Partners or any other person assumes responsibility if future results are materially different from those forecasted.

PJT Partners is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. As a leading global M&A, capital raising, restructuring and liability management, and governance and shareholder practices advisor, PJT Partners undertakes significant client coverage efforts and has advised and/or discussed potential strategic transactions with a number of participants in the Company’s sector. The Strategic Review Committee selected PJT Partners to act as its financial advisor because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with the merger and acquisitions generally and in the telecommunications industry specifically.

PJT Partners is acting as financial advisor to the Strategic Review Committee in connection with the merger. As compensation for its services in connection with such transactions, PJT Partners received $2.5 million that was payable upon execution of its engagement letter and $5.0 million that was payable upon the delivery of PJT Partners’ opinion to the Strategic Review Committee and the Board. Upon the closing of the merger, PJT Partners is entitled to receive $52.5 million. The Company has also agreed to reimburse PJT Partners for out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion).

In the ordinary course of PJT Partners and its affiliates’ businesses, PJT Partners and its affiliates may have provided, may be providing or may in the future provide, investment banking and other financial services to persons or entities that are or have been shareholders, creditors, stakeholders or counterparties of the Company or its affiliates, or to other parties whose interests may from time to time conflict with the interests of the Company (“Parties-in-Interest”), and may have received, or in the future may receive, compensation for the rendering of those services. In addition, from time to time, PJT Partners and its affiliates may act or may have acted as financial advisor to creditor groups, which may include one or more Parties-in-Interest in connection with potential corporate restructurings unrelated to the Company.

In the ordinary course of PJT Partners’ and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services to the Company, Verizon or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of PJT Partners’ opinion, PJT Partners and certain of its affiliates have advised Verizon in connection with a potential transaction that is unrelated to the Company or the merger, discussions with respect to which have since been terminated and for which PJT Partners did not receive any fees. Except with respect to the merger, PJT Partners has not advised, or received fees from, the Company during this period.

The Company engaged Barclays to act as its financial advisor with respect to a possible sale of the Company. On September 4, 2024, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Board and the Strategic Review Committee that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the merger consideration to be offered to the holders of Company common stock (other than holders of excluded shares or appraisal shares) in the merger was fair, from a financial point of view, to such stockholders.

The full text of Barclays’ written opinion, dated as of September 4, 2024, is attached as Annex C and is incorporated into this proxy statement by reference in its entirety. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the Board and the Strategic Review Committee, addresses only the fairness, from a financial point of view, of the merger consideration to be offered to the holders of Company common stock (other than holders of excluded shares or appraisal shares) and does not constitute a recommendation to any Company stockholder as to how such Company stockholder should vote with respect to the merger or any other matter. The terms of the merger were determined through arm’s-length negotiations between the Company and Verizon and were unanimously approved by the Board. Barclays did not recommend any specific form of consideration to the Company or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays was not requested to address, and its opinion does not in any manner address, the Company’s underlying business decision to proceed with or effect the merger, the likelihood of the consummation of the merger, or the relative merits of the merger as compared to any other transaction or business strategy in which the Company may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration to be offered to the holders of Company common stock (other than holders of excluded shares or appraisal shares) in the merger. No limitations were imposed by the Board upon Barclays with respect to the investigations made or procedures followed by Barclays in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of the Company’s management that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Standalone Case, upon the advice of the Company, Barclays assumed that the Standalone Case was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company’s management as to the Company’s future financial performance and that the Company would perform substantially in accordance with such projections. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of the Company and did not make or obtain any evaluations or appraisals of the assets or liabilities of the Company. In addition, Barclays was not authorized by the Company to solicit, and did not solicit, any indications of interest from any third party with respect to the purchase of all or a part of the Company’s business. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, September 4, 2024. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after September 4, 2024.

Barclays assumed that the executed merger agreement would conform in all material respects to the last draft reviewed by Barclays. Barclays assumed the accuracy of the representations and warranties contained in the merger agreement and all the agreements related thereto. Barclays also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the merger would be obtained within the constraints contemplated by the merger agreement and that the merger will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the merger, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood the Company had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Company common stock but rather made its determination as to fairness, from a financial point of view, of the merger consideration to be offered to the holders of Company common stock (other than holders of excluded shares or appraisal shares) in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor

relative to all other analyses performed and factors considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Board and the Strategic Review Committee. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company, Barclays or any other parties to the merger. No company, business or transaction considered in Barclays’ analyses and reviews is identical to the Company or the merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of the Company, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

In order to estimate the present value of a share of Company common stock, Barclays performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value (“EV”) of the Company using the discounted cash flow method, Barclays added (i) the Company’s projected after-tax unlevered free cash flows for the period from July 1, 2024 through December 31, 2033 based, subject to the adjustments described below, on the Standalone Case, (ii) the “terminal value” of the Company as of December 31, 2033 and (iii) the estimated cash tax savings resulting from utilization of the Company’s NOLs, and then discounted such amount to its present value using a mid-year convention and a range of selected discount rates. The adjustments to the after-tax unlevered free cash flows provided by the Company management as part of the Standalone Case are described in footnote (3) of in the section entitled “—Certain Financial Forecasts”). The residual value of the Company at the end of the forecast period, or “terminal value,” was estimated by selecting a range of perpetuity growth rates ranging from 0.75% to 1.25%, which were derived by Barclays utilizing its professional judgment and experience. The cash flows and terminal values were then discounted to present value as of June 30, 2024 using discount rates ranging from 7.5% to 8.5%. The range of discount rates was selected based on an analysis of the weighted average cost of capital of the Company and of selected comparable companies. Barclays then calculated a range of implied prices per share of Company common

stock by subtracting the Company’s estimated net indebtedness as of June 30, 2024 from the estimated EVs and dividing such amounts by the number of shares of Company common stock on a fully diluted basis as of August 30, 2024, based on information provided by the Company’s management and approved for Barclays’ use by the Company. The following summarizes the result of these calculations:

Barclays noted that on the basis of the discounted cash flow analysis, the merger consideration of $38.50 per share of Company common stock was within the range of implied values per share calculated using management projections.

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Company common stock by reference to those companies, which could then be used to calculate implied ranges, Barclays reviewed and compared specific financial and operating data relating to the Company, with selected companies that Barclays, based on its experience in the telecommunication industry, deemed comparable to the Company.

Barclays calculated and compared various financial multiples and ratios of the Company and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s ratio of its EV to its estimated 2024 and 2025 EBITDA. The EV of each company was obtained by adding its short term and long term debt to the sum of the market value of its common equity and the book value of any minority interest, and subtracting its cash and cash equivalents based on market data as of September 3, 2024. The selected comparable companies set forth in the table below:

Barclays selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of the Company. However, because no selected comparable company is exactly the same as the Company, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Company and the companies included in the selected company analysis. Based upon these judgments, Barclays selected a range of multiples of 2024 estimated EV to EBITDA of 7.50x to 8.75x and a range of multiples of 2025 estimated EV to EBITDA of 7.25x to 8.50x and applied such ranges to the 2024 and 2025 Adjusted EBITDA (pre-SBC), respectively, from the Standalone Case, then deducted net indebtedness and the unfunded pension amount as of June 30, 2024 to calculate a range of implied equity values per share of Company common stock. The following summarizes the result of these calculations:

Barclays noted that on the basis of the selected comparable company analysis, the merger consideration of $38.50 per share of Company common stock was above the ranges of implied values per share calculated on a standalone basis.

Barclays reviewed and compared the purchase prices, financial multiples, and implied valuation metrics in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to the Company with respect to certain operational or financial characteristics that Barclays deemed relevant. The selected precedent transactions were:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the merger. Based on its professional judgment and experience, Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the merger which would affect the acquisition values of the selected target companies and the Company. Based upon these judgments, and taking into consideration the observed multiples for the selected precedent transactions, Barclays selected a range of multiples of EV to last twelve month EBITDA of 7.0x to 9.5x and applied such range to the last twelve month EBITDA of the Company, then deducted net indebtedness and the unfunded pension amount as of June 30, 2024 to calculate a range of implied equity values per share of Company common stock. The following table sets forth the results of such analysis:

Barclays noted that on the basis of the selected precedent transaction analysis, the merger consideration of $38.50 per share of Company common stock was above the range of implied values per share calculated using management projections.

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, Equity Research Price Target Analysis, the Historical Share Price Analysis and Transaction Premium Analysis described below.

For informational purposes, Barclays reviewed publicly available price targets for shares of Company common stock prepared and published in 2024 by equity research analysts associated with various Wall Street firms with data current as of September 3, 2024. Barclays noted that the range of broker price targets was $29 to $39 per share, after excluding the highest and lowest outliers of $61 and $17 per share, respectively.

To illustrate the trend in the historical trading prices of shares of Company common stock, Barclays considered historical data with regard to the trading prices of shares of Company common stock for the 52-week period ending on September 3, 2024.

Barclays noted that during this period, the intraday high and low trading price of shares of Company common stock ranged from $13.67 to $29.83 per share.

In order to assess the premium offered to the stockholders of the Company in the merger relative to the premiums offered to stockholders in other transactions, Barclays reviewed the premium paid in all transactions with an all-cash purchase price greater than $200 million since January 1, 2008. For each transaction, Barclays calculated the premium per share paid by the acquirer by comparing the announced transaction value per share to the target company’s historical share price: (i) one trading day prior to announcement and (ii) one month prior to announcement.

The reasons for and the circumstances surrounding each of the transactions analyzed in the transaction premium analysis were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the transaction premium analysis. Accordingly, Barclays believed that a purely quantitative transaction premium analysis would not be particularly meaningful in the context of considering the merger. Barclays therefore made qualitative judgments concerning the differences between the characteristics of the selected transactions and the merger which would affect the acquisition values of the target companies and the Company. Based upon these judgments, Barclays selected a range of 22% to 56% representing the 25^th percentile and 75^th percentile of 1-day unaffected price premiums for the reviewed transactions, to the closing price of Company common stock on each of February 2, 2024 and September 3, 2024 to calculate a range of implied prices per share of Company common stock.

Barclays noted that on the basis of the merger premium analysis, the merger consideration of $38.50 per share of Company common stock was within the range of implied values per share of $34.21 to $43.74 calculated using the closing price of Company common stock on September 3, 2024 and above the range of implied value per share of $29.41 to $37.61 calculated using the closing price of Company common stock on February 2, 2024.

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Board selected Barclays because of Barclays’ familiarity with the Company and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the merger.

Barclays is acting as financial advisor to the Company in connection with the merger. As compensation for its services in connection with the merger, the Company paid Barclays $5 million upon the delivery of Barclays’ opinion. The Company also paid Barclays $2.5 million upon the announcement of the merger. Additional compensation of $50 million will be payable on completion of the merger, against which the amounts paid for the opinion and the amounts paid upon the announcement of the merger will be credited, as set forth in the engagement letter between Barclays and the Company. In addition, the Company has agreed to reimburse Barclays, promptly upon request, for a portion of its reasonable and documented expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by the Company and the rendering of Barclays’ opinion. Barclays has performed various investment banking services for the Company and Verizon in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services. Specifically, in the two years prior to the date of its opinion, Barclays has performed the following investment banking and financial services, for which Barclays received customary fees: (a) for the Company (excluding services in connection with the merger), (i) in March 2023, acted as joint bookrunner and initial purchaser in connection with the Company’s 8.625% First Lien Secured Notes due 2031, (ii) in July 2024 acted as joint lead arranger and joint bookrunner in connection with the Company’s 2024 refinancing term loans and (iii) acted as

structuring agent and bookrunner in connection with various securitization offerings conducted by the Company or its affiliates and (b) for Verizon (i) in May 2023 and November 2023, acted as agent in connection with Verizon’s open market repurchase programs for certain of its notes, (ii) in February 2024, acted as joint book-running manager on Verizon’s €2.0bn EUR senior unsecured bond offering and acted as lead dealer-manager on the related tender offer, (iii) acted as structuring agent, joint bookrunner, co-manager and lender in connection with various securitization offerings and financing facilities conducted or entered into by Verizon or its affiliates and (iv) has been a counterparty to Verizon and an affiliate of Verizon in various derivative transactions. In addition, Barclays is currently a lender under the Company’s revolving credit facility, has been engaged by the Company in connection with the Fiber Build Joint Venture process and as administrative agent, committed note purchaser and related funding agent in connection with its variable funding notes facility and may in the future act in connection with potential securitization offerings that may be conducted by the Company or its affiliates, and in each case Barclays will receive customary fees in connection therewith. Barclays is also a lender under Verizon’s revolving credit facility and a dealer in its commercial paper program, and, in each case, Barclays will receive customary fees in connection therewith.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company and Verizon for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL, with the Company as the surviving corporation in the merger. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Verizon.

At the effective time, each share of Company common stock that is issued and outstanding as of immediately prior to the effective time (other than excluded shares and appraisal shares) will be converted automatically into the right to receive an amount in cash equal to $38.50 per share, without interest and subject to any applicable withholding taxes. Company stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares of Company common stock as determined pursuant to an appraisal proceeding, as contemplated by the DGCL. For more information, please see the section below entitled “—Appraisal Rights”. Following the merger, all of the common stock of the surviving corporation will be beneficially owned by Verizon, and none of the current holders of Company common stock will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Verizon. As a result, the current holders of Company common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company following the merger. Following the merger, Verizon will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Please see the section of this proxy statement entitled “The Merger Agreement—Consideration to be Received in the Merger” beginning on page 81.

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the section below entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 72 and the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards” beginning on page 81.

Shares of Company common stock are currently registered under the Exchange Act and listed on NASDAQ under the trading symbol “FYBR”. Following the consummation of the merger, shares of Company common stock are expected to be delisted and will no longer be traded on NASDAQ or any other public market. In addition, the registration of Company common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock.

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NASDAQ, the Company common stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 98.

Under certain circumstances, if the merger is not consummated, the Company may be obligated to pay to Verizon a $320 million Company termination fee. Under certain other specified circumstances, Verizon will be required to pay the Company the Verizon termination fee. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fees” beginning on page 99.

There is no financing condition to the merger. Verizon has represented in the merger agreement that it has the financial resources and capabilities to fully perform all of its obligations under the merger agreement and that, at the effective time, Verizon will have sufficient funds available to it to enable Merger Sub and the surviving corporation to pay the aggregate merger consideration and any other amounts required to be paid in connection with the consummation of the transactions (including all amounts payable in respect of Company RSUs and Company PSUs under the merger agreement) and to pay all related fees and expenses, and there is no restriction on the use of such cash for such purposes.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares on and from the date of the making of the demand through the effective time, (ii) has not consented to or otherwise voted in favor of the merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with all other procedures for exercising appraisal rights under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company common stock before the taking of the vote on the merger, which demand must reasonably inform us of the identity of the holder of record of shares of Company common stock who intends to demand appraisal of his, her or its shares of Company common stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List; you must not vote or submit a proxy in favor of the proposal to adopt the merger agreement; you must hold your shares of Company common stock continuously through the effective time; and you must comply with the other applicable requirements of Section 262.

A Company stockholder who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares held for all or less than

all beneficial owners of shares as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner.

Within 10 days after the effective time, the surviving corporation must give written notice that the merger has become effective to each of (i) each Company stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the proposal to adopt the merger agreement and (ii) any beneficial owner who has demanded appraisal under Section 262. At any time within 60 days after the effective time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration specified by the merger agreement for that person’s shares of Company common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal.

Within 120 days after the effective time, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a person, demanding a determination of the fair value of the shares of Company common stock held by all persons that have demanded appraisal. There is no present intent on the part of the Company or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, persons who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within 120 days after the effective time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

In addition, within 120 days after the effective time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of holders of such shares. Such statement must be given within 10 days after the written request therefor has been received by the surviving corporation or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within 20 days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company common stock and with whom the surviving corporation has not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange, the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (ii) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company common stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (ii) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the person.

When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although the Company believes that the merger consideration was fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, the surviving corporation does not anticipate offering more than the merger consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant shares of Company common stock is less than the merger consideration.

In determining “fair value”, the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company”. The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger”. In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value”, but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered”. In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

Any person who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders of record at a date prior to the effective time.

No appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court made under Section 262(j) of the DGCL; provided, however, that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

The Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. The members of the Board were aware of and considered these interests in reaching the determination to adopt the merger agreement and to recommend that Company stockholders approve the merger agreement proposal.

The Company’s non-employee directors for purposes of the discussion below are Kevin L. Beebe, Lisa V. Chang, Pamela L. Coe, Stephen C. Pusey, Margaret M. Smyth, Maryann Turcke, Prat Vemana and Woody Young.

The Company’s executive officers for purposes of the discussion below are Nick Jeffery (President & Chief Executive Officer), John G. Stratton (Executive Chairman), Scott Beasley (Executive Vice President, Chief Financial Officer), Veronica Bloodworth (Executive Vice President, Chief Network Officer), Vishal Dixit (Executive Vice President, Strategy & Wholesale), John Harrobin (Executive Vice President, Consumer), Mark D. Nielsen (Executive Vice President, Chief Legal and Regulatory Officer), Charlon McIntosh (Executive Vice President, Chief Customer Operations Officer), Melissa Pint (Executive Vice President, Chief Digital Information Officer), Alan Gardner (Executive Vice President, Chief People Officer), Erin Kurtz (Executive Vice President, Chief Communications Officer), Ettienne Brandt (Executive Vice President, Commercial) and William McGloin (Chief Accounting Officer & Controller).

For information regarding beneficial ownership of shares of Company common stock by each of the Company’s current directors and executive officers and all of such directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners, Management and Directors”, beginning on page 102. Each of the Company’s directors and executive officers will be entitled to receive, for each share of Company common stock he or she holds, the same per share merger consideration in cash in the same manner as other Company stockholders.

As described further in the section entitled “The Merger Agreement—Treatment of Company Equity Awards” beginning on page 81, at the effective time, other than as set forth below, each outstanding (i) Company RSU and (ii) Company PSU will vest and be canceled and the holder thereof will be entitled to receive an amount in cash equal to the number of shares of Company common stock underlying such award (in the case of Company PSUs, based on attainment of all applicable performance goals at the greater of target and actual level of performance measured at the effective time) multiplied by the merger consideration.

With respect to Company RSUs and Company PSUs granted following the date of the merger agreement and prior to the effective time, a number of the unvested shares underlying each such award shall be multiplied by a

fraction (i) the numerator of which is the number of days passed between the beginning of the applicable vesting or performance period and the effective time and (ii) the denominator of which is the total number of days in the performance period or across all vesting periods, less any completed vesting periods, and such portion of the Company PSU or Company RSU will vest and be canceled and the holder thereof will be entitled to receive an amount in cash equal to the number of shares of Company common stock underlying such award (in the case of Company PSUs, based on attainment of all applicable performance goals at the greater of target and actual level of performance measured at the effective time) multiplied by the merger consideration. The portion of each the Company RSUs and Company PSUs that does not vest as set forth in the preceding sentence will be canceled and automatically converted into a number of unvested Verizon RSUs equal to the number of such Company RSUs and Company PSUs multiplied by an exchange ratio equal to the merger consideration divided by the five day volume weighted average price of Verizon common stock ending with the second complete trading day immediately prior to the closing date. Such conversion of Company PSUs shall be based on attainment of all applicable performance goals at the greater of target and actual level of performance measured at the effective time.

The Verizon RSUs will be subject to the same terms and conditions as applied to the Company RSUs and Company PSUs (including time-based vesting conditions but excluding performance-based vesting conditions) prior to the effective time.

With respect to the awards described above, the payments described above will be made, subject to any applicable withholding taxes, as promptly as reasonably practicable following the effective time (and in no event later than five business days following the effective time).

As of September 20, 2024 (the latest practicable date to determine such amounts before the filing of this proxy statement), and assuming that (i) all Company RSUs and Company PSUs are valued based on the merger consideration of $38.50 per share (in the case of Company PSUs, based on attainment of all applicable performance goals at target level of performance), (ii) the merger closes on October 1, 2024, which is the assumed closing date only for purposes of this compensation-related disclosure and (iii) the directors and executives do not receive any Company equity awards or forfeit any Company equity awards prior to October 1, 2024, the estimated value of the equity awards held by each executive officer and director are as follows.

The Company has entered into employment agreements (collectively, the “Employment Agreements”, and each an “Employment Agreement”) with Nick Jeffery, Scott Beasley, John Harrobin, Veronica Bloodworth, Mark D. Nielsen, Ettienne Brandt, Vishal Dixit, Alan Gardner, Erin Kurtz, Charlon McIntosh, Melissa Pint and John Stratton. The Employment Agreements provide, among other things, for certain severance payments in the event of a qualifying termination in connection with a change in control such as the merger.

If the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason”, in each case, within six months prior to, or two years following, a change in control, and provided that the executive executes and does not revoke a release of claims and complies with applicable restrictive covenants, then the executive will be entitled to the following severance payments and benefits: (i) a single lump sum payment equal to two times for Messrs. Jeffery and Stratton, or 1.5 times for Messrs. Beasley, Harrobin, Nielsen, Brandt, Dixit and Gardner, and Mses. Bloodworth, McIntosh, Kurtz and Pint the sum of his or her (A) base salary plus (B) target annual bonus for the year of termination; (ii) an amount equal to a prorated current bonus; (iii) continued Company-sponsored health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 18 months for Messrs. Jeffery and Stratton, or 12 months for Messrs. Beasley, Harrobin, Nielsen, Brandt, Dixit and Gardner, and Mses. Bloodworth, McIntosh, Kurtz and Pint provided that the executive pays the employee portion of the monthly COBRA costs (the “COBRA Benefits”); and (iv) accelerated vesting of all outstanding equity awards granted prior to such change-in-control for Messrs. Jeffery, Stratton, Beasley, Gardner, Harrobin and Nielsen and Ms. Bloodworth.

Mr. McGloin is eligible to receive severance benefits under the Company’s Severance Plan Guidelines for Non-Represented Active Regular Full-time and Part-time Frontier Employees (the “Severance Guidelines”). Under the Severance Guidelines, if Mr. McGloin’s employment is terminated by the Company without “cause” within two years following a change in control, and provided that he executes and does not revoke a release of claims and complies with applicable restrictive covenants, then he will be entitled to (i) payment equal to the sum of his annual base salary and target bonus and (ii) continued Company-sponsored health insurance coverage under COBRA for 12 months, provided that he pays the employee portion of the monthly COBRA costs.

In the event that any payment or benefit payable to each of the executives constitutes a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such payments and benefits will be (i) paid in full or (ii) reduced to the greatest amount that does not trigger the excise tax pursuant to Section 4999 of the Code, whichever results in the greater after-tax amount for the executive (a “280G best-net cutback”).

The Company is permitted to take certain actions before the effective time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each, as defined in Section 280G of the Code), including accelerating the vesting or payment of a portion of each executive’s compensation that would be paid in a future year or at the effective time. As of the date of this proxy statement, the Company has not yet approved any specific actions to mitigate the expected impact of Section 280G of the Code on the Company and any disqualified individuals. No tax or other gross-ups have been provided to any executive, whether related to Section 280G of the Code or otherwise.

Pursuant to the terms of the merger agreement, each current or former director or officer of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance

policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section of this proxy statement entitled “The Merger Agreement—Indemnification and Insurance” beginning on page 95.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for each of the Company’s named executive officers estimates of the amounts of compensation that are payable in connection with or otherwise relate to the merger. The Company stockholders are being asked to approve, on a non-binding, advisory basis, such compensation. Because the vote to approve such compensation is advisory only, it will not be binding on either the Company, the Board or Verizon. Accordingly, if the merger agreement proposal is approved by the Company stockholders and the merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above under “—Interests of the Company’s Directors and Executive Officers in the Merger”.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the merger is consummated on October 1, 2024, (ii) the per share merger consideration of $38.50, (iii) the named executive officers’ salary as in effect as of the date of this proxy statement, (iv) the number of unvested Company RSUs and Company PSUs held by the named executive officers as of September 20, 2024, the latest practicable date to determine such amounts before the filing of this proxy statement and assuming no additional grants or forfeitures of Company RSUs and Company PSUs will be made prior to October 1, 2024 and (v) an assumption that each named executive officer experiences a qualifying termination of employment immediately following the consummation of the merger under circumstances that entitle such named executive officer to receive change-in-control severance payments as described above under the section entitled “—Severance Entitlements”. As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.