How were SHEN’s Strategic Retention Performance Share Units for Edward McKay measured?

The Strategic Retention Performance Share Units granted February 22, 2023 vested based on three metrics over a three-year period ending December 31, 2025: fiber-to-the-home passings, capital expenditure per incremental passing, and Adjusted EBITDA, reflecting both growth and capital efficiency targets.

Shenandoah Telecom (SHEN) CEO McKay logs equity vesting and corrects share count

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Shenandoah Telecommunications President & CEO Edward H. McKay reported equity award vesting and a correction to a prior filing. On 02/02/2026, 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.

Also on 02/02/2026, 7,228 shares were withheld at $11.87 per share to cover taxes, reducing the net shares he retained. After these transactions, McKay directly owned 117,160 common shares. The amendment corrects an immaterial clerical error in the previously reported vesting amount for the Strategic Retention Performance Share Units, with no other changes.

Insider Trade Summary

Net Buyer: 14,983 shares

Net Buy 3 txns

Insider McKay Edward H

Role President & CEO

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

Holdings After Transaction: Common Stock — 117,160 shares (Direct)

Footnotes (3)

F1. 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.
F2. 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.
F3. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/12/2026 - 07:10 PM

FAQ

What insider transactions did SHEN CEO Edward McKay report on 02/02/2026?

Edward McKay reported equity awards vesting into common stock 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, with 7,228 shares withheld at $11.87 for taxes.

Why was this Form 4/A amendment filed for Shenandoah Telecommunications (SHEN)?

The Form 4/A was filed to correct an immaterial clerical error in the number of shares reported as vesting from Strategic Retention Performance Share Units. The filer states that no other changes were made compared with the original Form 4 filed February 5, 2026.

How many SHEN shares does Edward McKay own after these transactions?

Following the reported transactions on February 2, 2026, Edward McKay directly owned 117,160 shares of Shenandoah Telecommunications common stock. This reflects the vesting of performance-based equity awards and share withholding to satisfy tax obligations associated with those vestings.

What performance metrics governed SHEN’s 2023 performance-based RSUs that vested for Edward McKay?

The performance-based restricted stock units granted February 22, 2023 vested based on Shenandoah Telecommunications’ relative total shareholder return versus a group of NASDAQ Telecom Index companies with market capitalizations between $100 million and $100 billion around the issuer’s then-current market capitalization.

Did Edward McKay pay cash for the SHEN shares acquired in these awards?

No cash purchase price was reported for the vested awards. The 12,204 and 10,007 common shares from performance-based and strategic retention units were acquired at $0, reflecting equity compensation vesting, while 7,228 shares were withheld at $11.87 to cover tax obligations.

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		A		12,204⁽¹⁾	A	$0	114,381	D
Common Stock	02/02/2026		A		10,007⁽²⁾⁽³⁾	D	$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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

	Edward H McKay	02/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR