Shenandoah Telecom insiders increase stake to 3.28M shares via 10b5-1 buys

Rhea-AI Filing Summary

Insider purchases reported under Form 4 for Shenandoah Telecommunications Co (SHEN). Multiple affiliated reporting persons executed Rule 10b5-1 plan purchases on August 12–13, 2025, acquiring a total of 31,473 shares at weighted-average prices of approximately $12.5921 and $12.8735 per share. After these transactions, the group beneficially owned 3,283,023 shares held indirectly through related partnerships and GP entities. The filing discloses the 10b5-1 plan adoption date (June 5, 2025) and provides ranges of execution prices for the block purchases; detailed per-trade price breakdowns are available from the reporting persons on request.

Positive

• Insiders purchased shares under a Rule 10b5-1 plan, acquiring 31,473 shares which can signal confidence in the company.
• Aggregated indirect ownership increased to 3,283,023 shares, demonstrating continued stake retention by affiliated investors.
• 10b5-1 plan adoption disclosed (June 5, 2025), indicating trades were pre-planned and reducing concerns about opportunistic timing.

Negative

• Purchases were indirect through complex GP/LP structures, which may obscure immediate individual decision-making and intent.
• Weighted-average price ranges only are provided; the filing does not list per-trade quantities at each exact price without requester disclosure.

Insights

Financial Analyst

TL;DR Insiders purchased 31,473 SHEN shares under a 10b5-1 plan, increasing indirect holdings to 3.28 million shares.

The purchases were executed pursuant to a pre-established 10b5-1 plan adopted June 5, 2025, reducing timing-risk for the buyers and signaling preplanned accumulation rather than opportunistic market timing. The weighted-average prices ($12.5921 and $12.8735) and disclosed price ranges indicate execution across multiple fills. For investors, the facts show continued buying by affiliated investment vehicles but do not reveal intent beyond the plan or material changes to company operations.

Corporate Governance Expert

TL;DR Multiple related entities filed separate Forms 4 showing aggregated indirect ownership and centralized voting/disposition control.

Filing details outline a layered ownership and control structure (GP/LP/management entities) with ECP ControlCo, LLC’s board sharing voting and disposition power. The report includes customary disclaimers of beneficial ownership by individuals except for pecuniary interests. The use of 10b5-1 plans and separate filings by each affiliated entity complies with disclosure norms but increases the importance of transparency regarding aggregated holdings for governance oversight.

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).

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^*

ECP Fiber Holdings GP, 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)
08/12/2025

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	08/12/2025		P(1)		30,000	A	$12.5921(2)	3,281,550	I	See Footnotes(3)(4)
Common Stock	08/13/2025		P(1)		1,473	A	$12.8735(5)	3,283,023	I	See Footnotes(3)(4)

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 Fiber Holdings GP, 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^*

ECP Fiber Holdings, 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^*

Hill City Holdings GP, 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^*

Hill City Holdings, 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 purchases reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Hill City Holdings, LP ("Hill City") on June 5, 2025.

2. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $12.27 to $12.755. 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.

3. 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.

4. 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.

5. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $12.8041 to $13.12. 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 ControlCo, LLC, Energy Capital Partners IV, LLC, Energy Capital Partners GP IV, LP, Energy Capital Partners IV-A, LP, Energy Capital Partners IV-B, LP, Energy Capital Partners IV-C, LP, Energy Capital Partners IV-D, LP and Energy Capital Partners IV-B (Hill City IP), LP are filing a separate Form 4.

	ECP Fiber Holdings GP, LLC, By: /s/ Matthew DeNichilo, Chief Executive Officer	08/14/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	08/14/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/14/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/14/2025
	** 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.

FAQ

What insider transactions were reported for SHEN on this Form 4?

Affiliated reporting persons executed purchases of 30,000 shares on 08/12/2025 and 1,473 shares on 08/13/2025, totaling 31,473 shares acquired.

At what prices were the SHEN shares purchased according to the filing?

The filing reports weighted-average prices of $12.5921 (08/12/2025) and $12.8735 (08/13/2025), with execution price ranges disclosed in footnotes.

How many SHEN shares are beneficially owned after these transactions?

Following the reported transactions, the group beneficially owned 3,283,023 shares held indirectly.

Were the purchases part of a trading plan?

Yes. The purchases were effected pursuant to a Rule 10b5-1 plan adopted June 5, 2025 (as disclosed in the filing).

Who controls the voting and disposition of the reported shares?

The filing states ECP ControlCo, LLC is managed by a board of managers (named individuals) who collectively share voting and disposition power over the securities held of record by Hill City.