Shenandoah (SHEN) SVP reports amended Form 4 on performance share vesting

Rhea-AI Filing Summary

Shenandoah Telecommunications Company senior vice president of engineering and operations Richard W. Mason Jr. reported stock awards vesting under two performance-based equity programs. On February 2, 2026, he acquired 6,340 shares of common stock at $0 from performance-based restricted stock units granted on February 22, 2023.

He also acquired 4,809 shares of common stock at $0 from Strategic Retention Performance Share Units granted on the same 2023 grant date. Following these transactions, Mason beneficially owned 42,690 shares of common stock directly. This amended Form 4 corrects an immaterial clerical error in the previously reported number of vesting shares for the Strategic Retention Performance Share Units, with no other changes.

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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X

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

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^*

MASON RICHARD W JR

(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 Engineering & Operations

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		6,340(1)	A	$0	37,881	D
Common Stock	02/02/2026		A		4,809(2)(3)	A	$0	42,690(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. No other changes have been made.

	/s/ Christopher E French Attorney in Fact for Richard W Mason Jr	02/12/2026
	** 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 transaction did SHEN executive Richard W. Mason Jr. report?

Richard W. Mason Jr. reported acquiring common stock in Shenandoah Telecommunications through vesting of performance-based equity awards. The transactions reflect stock awards converting into shares at $0, rather than open-market purchases, and update his directly held beneficial ownership position.

How many SHEN shares did Richard W. Mason Jr. acquire in this Form 4/A?

He acquired 6,340 shares from performance-based restricted stock units and 4,809 shares from Strategic Retention Performance Share Units. Both awards were granted February 22, 2023 and vested based on predefined performance measures, resulting in additional directly owned common shares.

What is Richard W. Mason Jr.’s SHEN share ownership after these transactions?

After the reported vesting events, Richard W. Mason Jr. beneficially owned 42,690 shares of Shenandoah Telecommunications common stock directly. This figure incorporates the newly vested shares from both performance-based restricted stock and Strategic Retention Performance Share Unit awards.

Why was this Shenandoah Telecommunications Form 4 filed as an amendment?

This filing is an amendment to correct an immaterial clerical error in the previously reported number of shares vesting from the Strategic Retention Performance Share Units. The company states no other changes were made compared to the original February 5, 2026 report.

What performance metrics determined the vesting of SHEN’s performance-based RSUs?

The performance-based restricted stock units vested based on Shenandoah Telecommunications’ relative total shareholder return versus companies in the NASDAQ Telecom Index, with market capitalizations between $100 million and $100 billion around the company’s then current market cap.

What metrics drove vesting of SHEN’s Strategic Retention Performance Share Units?

Vesting depended on Fiber-To-The-Home passings, capital expenditure per incremental passing, and Adjusted EBITDA over the three-year period ending December 31, 2025. These operational and financial metrics governed how many performance share units converted into common shares.