SHEN Form 4: 31,473 Shares Bought Under 10b5-1 Plan, Indirect Stake 3.28M

Rhea-AI Filing Summary

Insider purchases reported for Shenandoah Telecommunications Co. (SHEN). Multiple affiliated entities managed by ECP ControlCo, LLC disclosed purchases of common stock under a Rule 10b5-1 plan adopted June 5, 2025 by Hill City Holdings, LP. On 08/12/2025 they acquired 30,000 shares at a weighted-average price of $12.5921, bringing their indirect beneficial ownership to 3,281,550 shares. On 08/13/2025 they acquired 1,473 shares at a weighted-average price of $12.8735, increasing indirect ownership to 3,283,023 shares. The shares are held of record by Hill City; the filings were signed on 08/14/2025 by Jennifer Gray as General Counsel.

Positive

• Additional shares acquired: The reporting group purchased a total of 31,473 shares on 08/12-08/13/2025, increasing indirect holdings to 3,283,023 shares.
• Prearranged purchases disclosed: Transactions were effected under a Rule 10b5-1 plan adopted on June 5, 2025, which is disclosed in the filing.
• Transparent ownership chain: The filing details the record holder (Hill City) and the manager/partner structure, and includes standard disclaimers about shared voting/dispositive power.

Negative

• None.

Insights

Financial Analyst

TL;DR: Affiliated entities executed small, preplanned purchases increasing indirect stake to 3.28M shares.

The Form 4 discloses incremental common stock purchases executed under a Rule 10b5-1 plan on 08/12/2025 and 08/13/2025. The reported weighted-average purchase prices were $12.5921 and $12.8735, respectively. Following the transactions, the group holds 3,283,023 shares of SHEN of record through Hill City. These are purchases by affiliated private equity-related entities; the disclosure clarifies the chain of record ownership and voting/disposition powers. The transactions are routine plan-based acquisitions and do not include derivative activity or dispositions.

Corporate Governance Expert

TL;DR: Multiple related entities filed jointly; control and disclaimers clearly described.

The filing identifies ECP ControlCo, LLC as managing member of the chain of general partners and explains that voting and dispositive power is shared among named managers. It states the securities are held of record by Hill City and includes the standard disclaimer of beneficial ownership except for pecuniary interest. The use of a 10b5-1 plan is explicitly disclosed and the filing is signed by General Counsel, meeting Form 4 execution norms.

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 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)
08/12/2025

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 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 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 IVC, 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 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	08/14/2025
	Energy Capital Partners IV, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel	08/14/2025
	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	08/14/2025
	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	08/14/2025
	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	08/14/2025
	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	08/14/2025
	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	08/14/2025
	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	08/14/2025
	** 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 shares were purchased in the Form 4 for SHEN?

The filing reports purchases of 30,000 shares on 08/12/2025 at a weighted-average price of $12.5921 and 1,473 shares on 08/13/2025 at a weighted-average price of $12.8735.

Who filed the Form 4 for SHEN and who controls the purchases?

The filing was made by affiliated entities managed by ECP ControlCo, LLC; the shares are held of record by Hill City and ECP ControlCo, LLC is described as the managing member in the ownership chain.

Were the transactions part of a Rule 10b5-1 plan for SHEN?

Yes. The purchases were effected pursuant to a Rule 10b5-1 plan adopted by Hill City Holdings, LP on June 5, 2025.

How many SHEN shares does the reporting group beneficially own after these transactions?

After the reported transactions the group beneficially owns 3,283,023 shares indirectly, per the Form 4.

Who signed the Form 4 and when was it filed?

The filings were signed by Jennifer Gray, General Counsel, with signatures dated 08/14/2025.