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Shenandoah (SHEN) SVP equity awards vest; Form 4/A corrects share error

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(Neutral)
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Form Type
4/A

Rhea-AI Filing Summary

Shenandoah Telecommunications (SHEN) senior vice president Dara Leslie reported equity award activity related to performance-based stock units, with this Form 4/A correcting an earlier clerical error. On February 2, 2026, 4,809 shares of common stock vested from performance-based restricted stock units granted on February 22, 2023, and 2,442 shares vested from Strategic Retention Performance Share Units granted on the same date. In connection with these vestings, 2,528 shares were disposed of at $11.87 per share under transaction code F, typically used for tax withholding. Following these transactions, Leslie beneficially owned 10,396 shares of common stock directly. The amendment states it corrects an immaterial clerical error in the number of shares previously reported as vesting under the Strategic Retention Performance Share Units, with no other changes made.

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Insider LESLIE DARA
Role SVP Sales & Marketing
Type Security Shares Price Value
Grant/Award Common Stock 4,809 $0.00 --
Grant/Award Common Stock 2,442 $0.00 --
Tax Withholding Common Stock 2,528 $11.87 $30K
Holdings After Transaction: Common Stock — 10,482 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. No other changes have been made.
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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*
LESLIE DARA
(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 Sales & Marketing
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 4,809(1) A $0 10,482 D
Common Stock 02/02/2026 A 2,442(2)(3) A $0 12,924(3) D
Common Stock 02/02/2026 F 2,528 D $11.87 10,396(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 Dara Leslie 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

FAQ

What insider transactions did SHEN SVP Dara Leslie report on this Form 4/A?

Dara Leslie reported vesting of performance-based stock units and related tax-share withholding. On February 2, 2026, 4,809 and 2,442 common shares vested from prior awards, and 2,528 shares were disposed of at $11.87 per share for tax purposes.

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

The amendment corrects an immaterial clerical share-count error. It specifically adjusts the number of shares reported as vesting from Strategic Retention Performance Share Units in a Form 4 originally filed February 5, 2026, with no other changes to previously reported information.

How many SHEN shares does Dara Leslie own after the reported transactions?

After the reported transactions, Dara Leslie beneficially owns 10,396 SHEN common shares directly. This figure reflects vesting of performance-based awards and share disposal for tax withholding on February 2, 2026, as shown in the updated Form 4/A filing.

What performance metrics governed Dara Leslie’s 4,809 SHEN performance RSU vesting?

The 4,809-share vesting was based on relative total shareholder return (TSR). Performance was measured against TSR of companies in the NASDAQ Telecom Index with market capitalizations between $100 million and $100 billion, around Shenandoah Telecommunications’ then current market cap.

What metrics determined SHEN’s Strategic Retention Performance Share Units vesting for Dara Leslie?

The Strategic Retention units vested based on operational and financial fiber metrics. Performance was tied to Fiber-To-The-Home passings, capital expenditure per incremental passing, and Adjusted EBITDA over the three-year period ending December 31, 2025.

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

Transaction code F indicates a share disposition to cover tax obligations. In this case, 2,528 SHEN common shares were disposed of at $11.87 per share on February 2, 2026, associated with the vesting of performance-based stock awards.