Shenandoah Telecom Insider Boosts Stake to 44.6K Shares

Rhea-AI Filing Summary

Shenandoah Telecommunications Co. (SHEN) – Form 4 filed 01 Jul 2025

Director Tracy Fitzsimmons accepted 76.257 shares of SHEN common stock in lieu of a cash board-fee payment (transaction code “A”). The stock was valued at $13.66 per share, bringing the director’s direct holding to 44,567.6173 shares. No derivative securities were involved and the filing does not cite a Rule 10b5-1 trading plan.

The transaction is compensation-related and immaterial relative to SHEN’s share count and market capitalization, but it modestly increases insider alignment without indicating any negative outlook. No other share sales or acquisitions were reported.

Positive

• Director increased direct holdings by 76.257 shares, lifting total stake to 44,567.6173 shares and modestly enhancing insider alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director fee paid in stock; negligible impact on valuation or liquidity.

The 76-share issuance represents less than 0.1 % of the director’s position and an immaterial fraction of SHEN’s float. Because it is a compensation conversion rather than an open-market purchase, it provides only a mild positive signal of insider alignment and involves no cash outlay by the insider. The filing does not alter earnings forecasts or capital structure, so I classify it as neutral for investors.

Corporate Governance Expert

TL;DR: Small stock-in-lieu payment strengthens ownership alignment; governance impact minimal.

Paying board fees in equity is a common practice to better align directors with shareholder interests. Fitzsimmons’ increased stake marginally heightens that alignment but, given the tiny share amount, it is unlikely to influence board decisions or shareholder perception materially. No red flags arise from the disclosure, and the absence of derivative activity simplifies the governance profile. Overall, impact is neutral-to-slightly positive.

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^*

Fitzsimmons Tracy

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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	07/01/2025		A(1)		76.257	A	$13.66	44,567.6173	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. Shares received in lieu of director fees.

	/s/ Christopher E French Attorney in Fact for Tracy Fitzsimmons	07/01/2025
	** 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

How many SHEN shares did Director Tracy Fitzsimmons acquire?

The Form 4 shows an acquisition of 76.257 shares of common stock.

What was the price per share for the acquisition?

The implied price listed in the filing is $13.66 per share.

How many SHEN shares does the director now own?

Following the transaction, Fitzsimmons directly owns 44,567.6173 shares.

Was the transaction part of a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the Rule 10b5-1 checkbox was marked.

Did the filing involve any derivative securities?

No. Table II is blank; the transaction involved only non-derivative common stock.

Is this insider activity considered a purchase or a compensation grant?

It is a stock-in-lieu compensation grant, coded “A” for acquisition.