[Form 4] Shenandoah Telecom Co Insider Trading Activity

Rhea-AI Filing Summary

Insiders purchased common stock of Shenandoah Telecommunications Co. (SHEN) on 09/08/2025 and 09/09/2025 at weighted-average prices of $13.4649 and $13.3855 respectively. The Form 4 shows 147 shares bought on 09/08/2025 and 362 shares bought on 09/09/2025, with total indirect beneficial ownership after the transactions reported as 3,441,399 and 3,441,761 shares. The reporting parties include ECP Fiber Holdings GP, LLC; ECP Fiber Holdings, LP; Hill City Holdings GP, LLC; and Hill City Holdings, LP, each indicating indirect ownership through a chain of Energy Capital Partners entities described in the footnotes. The filings are signed and dated 09/10/2025.

Positive

• Insiders increased holdings by purchasing a total of 509 shares across two days
• Clear footnotes explain the indirect ownership structure through Energy Capital Partners entities
• Form 4s are signed and dated (09/10/2025), indicating timely reporting of the transactions

Negative

• None.

Insights

Financial Analyst

TL;DR: Small insider purchases recorded across two days; ownership reported indirectly via affiliated entities.

The Form 4 discloses two non-derivative purchases totaling 509 shares executed on 09/08/2025 and 09/09/2025 at weighted-average prices of $13.4649 and $13.3855. Post-transaction beneficial ownership figures are stated as 3,441,399 and 3,441,761 shares, reported as indirect holdings. Footnotes detail an ownership chain through Energy Capital Partners vehicles and a shared managerial control structure, which explains why multiple affiliated entities filed separate Forms 4. The disclosure follows Section 16 reporting requirements and includes weighted-average price ranges for the aggregated purchases.

Corporate Governance Expert

TL;DR: Reporting reflects coordinated filings by affiliated managers and funds; beneficial ownership is held indirectly.

The filing identifies multiple related reporting persons and clarifies the governance relationships that create shared power to vote and dispose of the securities. The explanatory footnotes list specific entity relationships and named managers who collectively control ECP ControlCo, LLC. The separate filings by each affiliated entity and the signed attestations dated 09/10/2025 are consistent with disclosure norms for group-held positions and Section 16 compliance.

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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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)
09/08/2025

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	09/08/2025		P		147	A	$13.4649(1)	3,441,399	I	See Footnotes(2)(3)
Common Stock	09/09/2025		P		362	A	$13.3855(4)	3,441,761	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 $13.45 to $13.4996. 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 $13.35 to $13.40. 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	09/10/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	09/10/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	09/10/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	09/10/2025
	** 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?

The Form 4 reports purchases of 147 shares on 09/08/2025 at a weighted-average price of $13.4649 and 362 shares on 09/09/2025 at a weighted-average price of $13.3855.

Who filed the Form 4s for SHEN?

The filings were made by ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC, and Hill City Holdings, LP, each reporting indirect ownership.

How many SHEN shares were beneficially owned after the reported transactions?

The Form 4 shows indirect beneficial ownership of 3,441,399 shares and 3,441,761 shares following the reported purchases.

Do the footnotes explain the ownership chain for SHEN filings?

Yes. Footnotes describe that the securities are held of record by Hill City and outline relationships among Energy Capital Partners entities and managers that create shared voting and dispositive power.

When were the Form 4s signed?

The signature block shows the forms were signed on 09/10/2025 by authorized representatives of the reporting entities.