Shenandoah (SHEN) CEO McKay reports equity award vesting and taxes

Rhea-AI Filing Summary

Shenandoah Telecommunications President & CEO Edward H. McKay reported equity award vesting and related tax withholding in a Form 4/A. On February 2, 2026, he acquired 12,204 shares of common stock from vesting performance-based restricted stock units and 10,007 shares from vesting strategic retention performance share units, both at $0 per share.

To cover taxes, 7,228 shares were disposed of at $11.87 per share. After these transactions, McKay beneficially owned 117,160 shares of common stock directly. The amended filing corrects minor clerical errors in previously reported share amounts and the transaction code.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McKay Edward H

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,204	$0.00	--
Grant/Award	Common Stock	10,007	$0.00	--
Tax Withholding	Common Stock	7,228	$11.87	$86K

Holdings After Transaction: Common Stock — 114,381 shares (Direct)

Footnotes (1)

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. 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. 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McKay Edward H

(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)
	President & CEO

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		12,204(1)	A	$0	114,381	D
Common Stock	02/02/2026		A		10,007(2)(3)	A(4)	$0	124,388(3)	D
Common Stock	02/02/2026		F		7,228	D	$11.87	117,160(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.

	Edward H McKay	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did SHEN CEO Edward McKay report on February 2, 2026?

Edward H. McKay reported vesting of equity awards and related tax withholding. He acquired 12,204 shares from performance-based restricted stock units and 10,007 shares from strategic retention performance share units, both at $0 per share, and disposed of 7,228 shares at $11.87 to cover taxes.

How many SHEN shares does Edward McKay own after the reported Form 4/A transactions?

After the reported transactions, Edward H. McKay beneficially owned 117,160 shares of Shenandoah Telecommunications common stock directly. This reflects the net result of equity award vesting and the share disposition used to satisfy tax withholding obligations on February 2, 2026.

Why was this SHEN Form 4/A filing amended for Edward McKay?

The Form 4/A was filed to correct minor clerical errors in earlier reports. One correction adjusted the number of shares vesting under strategic retention performance share units, and another corrected the transaction code in Table I to properly show an acquisition code “A.”

What performance metrics governed Edward McKay’s February 22, 2023 SHEN equity awards?

One award vested based on Shenandoah Telecommunications’ relative total shareholder return versus peers in the NASDAQ Telecom Index. The strategic retention performance share units vested based on fiber-to-the-home passings, capital expenditure per incremental passing, and Adjusted EBITDA for the three-year period ending December 31, 2025.

At what price were SHEN shares disposed of for Edward McKay’s tax withholding?

Shares were disposed of at $11.87 per share to satisfy tax withholding obligations. This disposition is reported with transaction code “F,” indicating shares withheld or sold for taxes related to the vesting of previously granted equity awards rather than an open-market sale.

What types of SHEN awards vested for Edward McKay in this Form 4/A?

Two types of awards vested: performance-based restricted stock units and strategic retention performance share units, both originally granted on February 22, 2023. These awards converted into common shares at $0 per share upon achieving specified performance conditions over the defined measurement periods.