Shenandoah (SHEN) CFO updates holdings after performance stock vesting

Rhea-AI Filing Summary

Shenandoah Telecommunications (SHEN) senior finance executive James J. Volk reported stock award vesting and corrected a prior filing. On 02/02/2026, he acquired 11,141 shares of common stock from vesting Strategic Retention Performance Share Units and 2,047 shares from performance-based Restricted Stock Units, both at $0 per share.

Following these transactions, Volk directly owned 72,973.567 shares of common stock and indirectly held 5,504.307 shares through his spouse. The amendment states it was filed solely to correct an immaterial clerical error in the number of vested Strategic Retention Performance Share Units previously reported.

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).

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^*

VOLK JAMES J

(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 Finance & CFO

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		11,141(1)	A	$0	70,926.567	D
Common Stock	02/02/2026		A		2,047(2)(4)	A	$0	72,973.567(3)(4)	D
Common Stock								5,504.307	I	Spouse

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 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.

2. 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.

3. Includes 32.473 shares acquired through Dividend Reinvestment on 12-1-25.

4. 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 James J Volk	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 CFO James J. Volk report on this Form 4/A?

James J. Volk reported vesting of stock awards that increased his holdings. On 02/02/2026, he acquired common shares at $0 per share through the vesting of Strategic Retention Performance Share Units and performance-based Restricted Stock Units tied to previously granted equity incentives.

How many SHEN shares did James J. Volk acquire through award vesting?

Volk acquired 11,141 shares and 2,047 shares in two separate vestings. The first came from Strategic Retention Performance Share Units, and the second from performance-based Restricted Stock Units, both granted on February 22, 2023 and vesting based on defined performance metrics.

What were James J. Volk’s SHEN share holdings after these transactions?

After the reported transactions, Volk directly owned 72,973.567 SHEN shares. He also had indirect ownership of 5,504.307 shares through his spouse. These figures reflect his updated beneficial ownership position following the February 2, 2026 equity award vestings.

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

The filing amends a prior Form 4 to fix a clerical share-count error. It states the amendment corrects an immaterial mistake in the number of shares reported as vesting from Strategic Retention Performance Share Units previously filed on February 5, 2026.

What performance measures determined SHEN’s Strategic Retention Performance Share Units vesting?

Vesting depended on multiple operating and financial performance metrics. These included Fiber-To-The-Home passings, capital expenditure per incremental passing, and Adjusted EBITDA performance over the three-year period ending December 31, 2025 for the Strategic Retention Performance Share Units granted February 22, 2023.

How were SHEN’s performance-based Restricted Stock Units for James J. Volk measured?

The performance-based RSUs vested based on relative total shareholder return. Vesting depended on the issuer’s TSR versus a group of NASDAQ Telecom Index companies with market capitalizations between $100 million and $100 billion surrounding the issuer’s market cap at grant.