Shenandoah Telecommunications (SHEN) VP reports award vesting and tax share withholding

Rhea-AI Filing Summary

Shenandoah Telecommunications (SHEN) insider Heather K. Tormey, VP Chief HRO, reported equity award activity and a small tax-related share disposition. On 02/02/2026, she acquired 4,793 shares of common stock at $0 from vested performance-based RSUs granted February 22, 2023, bringing her holdings to 20,492 shares. The same day, she also acquired 811 additional common shares at $0 from vesting Strategic Retention Performance Share Units tied to fiber passings, capital expenditure efficiency, and adjusted EBITDA for a three-year period ending December 31, 2025, increasing her beneficial ownership to 21,303 shares before tax withholding. A separate transaction on February 2, 2026 shows 1,983 shares disposed of at $11.87 under code “F,” indicating shares withheld to cover taxes, leaving 19,320 shares directly owned. This filing is marked as an amendment to correct an immaterial clerical error in the previously reported number of shares vesting under the Strategic Retention Performance Share Units, with no other changes made.

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^*

TORMEY HEATHER K

(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)
	VP Chief HRO

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		4,793(1)	A	$0	20,492	D
Common Stock	02/02/2026		A		811(2)(3)	A	$0	21,303(3)	D
Common Stock	02/02/2026		F		1,983	D	$11.87	19,320(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 Heather K Tormey	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did SHEN VP Heather K. Tormey report on this Form 4/A?

Heather K. Tormey reported equity award vesting and related tax withholding. She acquired performance-based restricted stock and Strategic Retention Performance Share Units at $0 and had 1,983 shares withheld at $11.87 for taxes, leaving 19,320 SHEN shares directly owned.

Why was this SHEN Form 4/A filed as an amendment?

The Form 4/A corrects an immaterial clerical error in the number of shares reported as vesting from Strategic Retention Performance Share Units. The company states no other changes were made, so the amendment is purely to fix that numerical disclosure.

How many SHEN shares does Heather K. Tormey own after these transactions?

After the February 2, 2026 transactions, Heather K. Tormey directly owns 19,320 shares of Shenandoah Telecommunications common stock. This figure reflects both the vested equity awards and the 1,983 shares withheld to satisfy tax obligations.

What equity awards vested for SHEN executive Heather K. Tormey on February 2, 2026?

Two awards vested: performance-based Restricted Stock Units granted February 22, 2023, and Strategic Retention Performance Share Units. These performance awards were tied to relative total shareholder return, fiber-to-the-home passings, capital expenditure per passing, and adjusted EBITDA over a three-year period.

What does transaction code "F" mean in this SHEN Form 4/A filing?

Transaction code “F” indicates shares were withheld to pay taxes due on vested equity awards. In this filing, 1,983 SHEN shares were disposed of at $11.87 per share for tax withholding, reducing the executive’s directly held share count accordingly.

Are the reported SHEN insider transactions in this Form 4/A cash purchases or sales?

The acquisitions are from equity awards vesting at $0, not open-market purchases. The only sale-like entry, coded “F,” reflects 1,983 shares withheld at $11.87 solely to satisfy tax liabilities on the vested awards, not a discretionary market sale.