Energy Capital Partners Reports Two Purchases Raising SHEN Ownership to 3.38M

Rhea-AI Filing Summary

INSIDER PURCHASES REPORTED ECP-related entities disclosed two open-market purchases of Shenandoah Telecommunications Co. (SHEN) common stock on 08/28/2025 and 08/29/2025. On 08/28/2025 the reporting persons purchased 14,358 shares at a weighted-average price of $13.2633, bringing their beneficial ownership to 3,365,233 shares. On 08/29/2025 they purchased 12,000 shares at a weighted-average price of $13.2515, increasing total reported beneficial ownership to 3,377,233 shares.

The shares are held of record by Hill City and beneficial ownership is reported indirectly through a chain of ECP entities and funds managed by ECP ControlCo, LLC. Footnotes state the price ranges for the weighted averages and note multiple related entities filed separate Form 4s due to electronic filing limits.

Insights

Securities Analyst

TL;DR: ECP entities executed modest open-market buys totaling 26,358 SHEN shares, increasing indirect beneficial ownership to 3.38 million shares.

The Form 4 discloses two purchases on 08/28/2025 and 08/29/2025 totaling 26,358 shares at weighted-average prices of $13.2633 and $13.2515 respectively. Ownership is reported indirectly via Hill City and multiple ECP-managed funds, with record ownership held by Hill City. The disclosure is straightforward: no derivative positions were reported and the filings clarify weighted-average price ranges for the transactions. For investors, this is a routine insider accumulation disclosure rather than a corporate action.

Corporate Governance Expert

TL;DR: Chain of private fund entities and shared control require careful reading; filings comply with Section 16 aggregation rules.

The report identifies ECP ControlCo, LLC as the managing member across several related entities, and states that multiple managers collectively share voting and dispositive power. Footnotes appropriately disclose the indirect ownership structure and provide weighted-average price ranges. Multiple related entities are filing separately due to electronic system limitations. The presentation follows disclosure norms for aggregated beneficial ownership by affiliated private funds.

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

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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^*

ECP ControlCo, LLC

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/28/2025		P		14,358	A	$13.2633(1)	3,365,233	I	See Footnotes(2)(3)
Common Stock	08/29/2025		P		12,000	A	$13.2515(4)	3,377,233	I	See Footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

ECP ControlCo, LLC

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Energy Capital Partners IV, LLC

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Energy Capital Partners GP IV, LP

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS IV-A, LP

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS IV-B, LP

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS IV-C, LP

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS IV-D, LP

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Energy Capital Partners IV-B (Hill City IP), LP

(Last) (First) (Middle)

40 BEECHWOOD ROAD

(Street)

SUMMIT, NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.20 to $13.35. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The securities are held of record by Hill City. ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of (i) Energy Capital Partners IV-A, LP, (ii) Energy Capital Partners IV-B, LP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP (the "Funds"). Energy Capital Partners GP IV, LP is also the general partner of Energy Capital Partners IV-B (Hill City IP), LP ("Hill City IP"). Each of (i) Energy Capital Partners IV-A, LP, (ii) Hill City IP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City.

3. ECP ControlCo, LLC is controlled by its board of managers, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes and Xavier Robert, all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of these relationships, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by Hill City. Each such entity and individual disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.

4. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.19 to $13.29. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:

Due to filing limitations of the electronic filing system, each of ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC and Hill City Holdings, LP are filing a separate Form 4.

	ECP ControlCo, LLC, By: /s/ Jennifer Gray, General Counsel	09/02/2025
	Energy Capital Partners IV, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel	09/02/2025
	Energy Capital Partners GP IV, LP, By: Energy Capital Partners IV, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel	09/02/2025
	Energy Capital Partners IV-A, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Jennifer Gray, General Counsel	09/02/2025
	Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Jennifer Gray, General Counsel	09/02/2025
	Energy Capital Partners IV-C, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Jennifer Gray, General Counsel	09/02/2025
	Energy Capital Partners IV-D, LP, By: Energy Capital Partners GP IV, LP, its GP, By: Energy Capital Partners IV, LLC, its GP, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel	09/02/2025
	Energy Capital Partners IV-B (Hill City IP), LP, By Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, By Energy Capital Partners IV, LLC, By ECP ControlCo, LLC, By /s/ Jennifer Gray, General Counsel	09/02/2025
	** 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 transactions were reported on the Form 4 for SHEN?

The Form 4 reports two open-market purchases: 14,358 shares on 08/28/2025 at $13.2633 (weighted-average) and 12,000 shares on 08/29/2025 at $13.2515.

How many SHEN shares do the reporting persons beneficially own after the transactions?

Beneficial ownership was reported as 3,365,233 shares after the 08/28/2025 purchase and 3,377,233 shares after the 08/29/2025 purchase.

Who is the reporting entity on the Form 4 for SHEN?

The reporting entities include ECP ControlCo, LLC, Energy Capital Partners IV, LLC, Energy Capital Partners GP IV, LP, and several affiliated Energy Capital Partners IV funds, with record ownership held by Hill City.

Were any derivative securities disclosed in the filing?

No derivative securities were reported in Table II; the filing discloses only purchases of common stock.

Do the footnotes provide additional transaction details?

Yes. Footnotes state the weighted-average prices are based on multiple transactions within price ranges ($13.20–$13.35 for 08/28 and $13.19–$13.29 for 08/29) and offer to provide full price breakdowns on request.