[Form 4] Shenandoah Telecom Co Insider Trading Activity

Rhea-AI Filing Summary

Form 4 summary: Reporting persons filed purchases of Shenandoah Telecommunications Co. (SHEN) common stock on 09/04/2025 and 09/05/2025. On 09/04/2025 a P transaction shows 2,068 shares acquired at a weighted-average price of $12.9588, resulting in 3,438,252 shares beneficially owned after that purchase. On 09/05/2025 a P transaction shows 3,000 shares acquired at $13.45, resulting in 3,441,252 shares beneficially owned after that purchase. The filings list multiple related entities (ECP Fiber Holdings GP, LLC; ECP Fiber Holdings, LP; Hill City Holdings GP, LLC; Hill City Holdings, LP) and footnotes describe record ownership by Hill City and indirect ownership relationships through Energy Capital Partners entities and ECP ControlCo, LLC, whose board members are named.

Insights

Securities Analyst

TL;DR: Insiders disclosed small open-market purchases on consecutive days and maintain large indirect holdings via related entities.

The Form 4 reports two purchase transactions totaling 5,068 common shares acquired on 09/04/2025 and 09/05/2025 at weighted prices of $12.9588 and $13.45. Post-transaction beneficial ownership is reported as 3,441,252 shares for the principal reporting grouping. The filing documents layered ownership through Hill City and multiple Energy Capital Partners entities and identifies ECP ControlCo, LLC's board members who share voting and dispositive power. These are routine Section 16 disclosures showing changes in beneficial ownership by affiliated entities.

Corporate Governance Expert

TL;DR: Multiple related entities filed jointly; disclosure clarifies record versus indirect ownership and names controlling managers.

The submission includes signatures from representatives of ECP Fiber Holdings GP, LLC and Hill City Holdings GP, LLC and contains footnotes that explicitly explain that the securities are held of record by Hill City and that a chain of general partner relationships connects Hill City to various Energy Capital Partners funds. The filing names the board members of ECP ControlCo, LLC who "collectively share the power to vote and dispose" of the securities, and each party disclaims beneficial ownership except for pecuniary interest. The structure and disclaimers are clearly documented in the Form 4.

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
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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^*

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)
09/04/2025

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	09/04/2025		P		2,068	A	$12.9588(1)	3,438,252	I	See Footnotes(2)(3)
Common Stock	09/05/2025		P		3,000	A	$13.45	3,441,252	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 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 price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $12.84 to $13.00. 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.

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	09/08/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	09/08/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	09/08/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	09/08/2025
	** 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).
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