Shenandoah Telecommunications (SHEN) SVP units vest, shares withheld for tax

Rhea-AI Filing Summary

Shenandoah Telecommunications officer Elaine Cheng reported equity awards vesting and related tax share withholding. On February 2, 2026, she acquired 6,262 shares of common stock from performance-based restricted stock units granted on February 22, 2023, at a stated price of $0.

On the same date, she acquired an additional 3,562 shares from Strategic Retention Performance Share Units, also at $0, and had 3,480 shares withheld at $11.87 per share to cover taxes. Following these transactions, she directly beneficially owned 30,216 shares of common stock.

The awards vested based on relative total shareholder return versus a NASDAQ Telecom Index peer group and on operating metrics including fiber-to-the-home passings, capital expenditure per passing, and adjusted EBITDA for the three-year period ending December 31, 2025. This amended filing corrects prior minor clerical errors in share counts and transaction coding.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHENG ELAINE

(Last) (First) (Middle)

PO BOX 459

(Street)

EDINBURG VA 22824

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SHENANDOAH TELECOMMUNICATIONS CO/VA/ [ SHEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Info Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		6,262(1)	A	$0	30,134	D
Common Stock	02/02/2026		A		3,562(2)(3)	A(4)	$0	33,696(3)	D
Common Stock	02/02/2026		F		3,480	D	$11.87	30,216(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents vesting of performance-based Restricted Stock Units granted February 22, 2023. Performance for this award was measured on the Issuer's relative total return (TSR) compared to the TSR of a group of companies in the NASDAQ Telecom Index with a Market Cap between 100 million and 100 billion, above and below the Issuer's then current Market Cap.

2. Represents the vesting Strategic Retention Performance Share Units granted February 22, 2023. Performance for this award was measured based on the number of Fiber-To-The-Home passings, capital expenditure per incremental passings, and Adjusted Earnings Before Interest Taxes, Depreciation and Amortization for the three-year period ending December 31, 2025.

3. This Form 4/A is being filed to correct an immaterial clerical error in the number of shares reported as vesting pursuant to Strategic Retention Performance Share Units in the Form 4 filed on February 5, 2026.

4. Form 4/A filed on February 12, 2026 is being amended to correct a minor clerical error (the transaction code in Column 4 of Table 1 should be reported as "A"). The original Form 4 was filed on February 5, 2026.

	Christopher E French Attorney in Fact for Elaine Cheng	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did SHEN officer Elaine Cheng report on February 2, 2026?

Elaine Cheng reported vesting of stock awards and related tax withholding on February 2, 2026. She acquired 6,262 shares from performance-based RSUs and 3,562 shares from Strategic Retention Performance Share Units, with 3,480 shares withheld for taxes at $11.87 per share.

How many SHEN shares does Elaine Cheng beneficially own after these transactions?

After the reported transactions, Elaine Cheng beneficially owns 30,216 shares of Shenandoah Telecommunications common stock. This amount reflects equity award vesting and share withholding for taxes, as disclosed in the amended Form 4/A insider transaction report for February 2, 2026.

What performance metrics determined Elaine Cheng’s 6,262 SHEN RSU vesting?

The 6,262 performance-based RSUs vested based on Shenandoah Telecommunications’ relative total shareholder return. Performance was measured against companies in the NASDAQ Telecom Index with market capitalizations between $100 million and $100 billion surrounding the issuer’s then-current market capitalization at grant.

What drove vesting of Elaine Cheng’s 3,562 SHEN Strategic Retention Performance Share Units?

The 3,562 Strategic Retention Performance Share Units vested based on three-year performance through December 31, 2025. Metrics included fiber-to-the-home passings, capital expenditure per incremental passing, and adjusted EBITDA, aligning the award with Shenandoah Telecommunications’ fiber buildout and profitability goals.

Why was this SHEN Form 4/A filing amended?

The Form 4/A was amended to correct minor clerical errors in earlier filings. Corrections addressed the number of shares reported as vesting from Strategic Retention Performance Share Units and the transaction code in Table I, ensuring the insider ownership and award treatment are accurately reflected.

What tax-related transaction did Elaine Cheng report in SHEN stock?

Elaine Cheng reported a tax-withholding disposition coded “F” involving 3,480 shares of Shenandoah Telecommunications common stock. These shares were withheld at $11.87 per share in connection with the vesting of equity awards, rather than being sold in an open-market transaction.