Shenandoah (NASDAQ: SHEN) SVP Elaine Cheng amends Form 4 on award vesting

Rhea-AI Filing Summary

Shenandoah Telecommunications executive Elaine Cheng reported equity award vesting and a small tax share withholding, and this amendment corrects an earlier clerical share count. On February 2, 2026, Cheng acquired 6,262 common shares from performance-based restricted stock units and 3,562 shares from strategic retention performance share units, both at $0 as they were vesting awards rather than open‑market purchases. The filing also shows 3,480 shares withheld at $11.87 to cover taxes. After these transactions, Cheng directly beneficially owned 30,216 common shares. The amendment states it was filed to correct an immaterial clerical error in the previously reported number of vested strategic retention performance 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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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)	D	$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. No other changes have been made.

	Christopher E French Attorney in Fact for Elaine Cheng	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

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

Elaine Cheng reported equity award activity on February 2, 2026. 6,262 performance-based restricted stock units and 3,562 strategic retention performance share units vested into common stock, while 3,480 shares were withheld at $11.87 per share to cover tax obligations.

Why did Shenandoah Telecommunications (SHEN) file this amended Form 4/A for Elaine Cheng?

The Form 4/A was filed to correct an immaterial clerical error. It adjusted the previously reported number of shares vesting from strategic retention performance share units granted February 22, 2023, and states that no other changes to the originally reported transactions were made.

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

Following the reported equity award vesting and tax withholding, Elaine Cheng beneficially owns 30,216 shares of Shenandoah Telecommunications common stock. The filing indicates this ownership is held directly, reflecting her updated post‑transaction holdings as of the February 2, 2026 activity.

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

The 6,262 performance-based RSUs vested based on relative total shareholder return. Performance was measured against companies in the NASDAQ Telecom Index with market caps between $100 million and $100 billion, compared to Shenandoah Telecommunications’ market capitalization at the grant date.

What metrics governed the vesting of Elaine Cheng’s SHEN strategic retention performance share units?

The strategic retention performance share units, from which 3,562 shares vested, were tied to operational and financial goals. 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.

Did Elaine Cheng buy SHEN shares on the open market in this Form 4/A filing?

No, the transactions reflect equity award vesting and tax withholding, not open‑market purchases. Shares were acquired at $0 from performance-based and strategic retention awards, and 3,480 shares were disposed of at $11.87 solely to satisfy tax obligations associated with vesting.