Rule 10b5-1 Purchases Lift SHEN Indirect Holdings to 3.25M Shares

Rhea-AI Filing Summary

Shenandoah Telecommunications reporting persons disclosed purchases totaling 60,000 common shares: 30,000 on 08/08/2025 at a weighted-average price of $12.517 and 30,000 on 08/11/2025 at $11.882. Following those transactions the reporting entities held 3,221,550 and 3,251,550 shares, respectively, on an indirect basis.

The filings state the purchases were made pursuant to a Rule 10b5-1 plan adopted June 5, 2025, and that the securities are held of record by Hill City. The disclosure describes a multi-entity ownership chain involving ECP ControlCo and multiple Energy Capital Partners entities and names managers who may share voting and dispositive power while disclaiming beneficial ownership except for pecuniary interest.

Positive

• Insiders purchased a total of 60,000 common shares (30,000 on 08/08/2025 and 30,000 on 08/11/2025), demonstrating executed buys under internal plan rules.
• Indirect beneficial holdings increased to 3,251,550 shares after the 08/11/2025 purchases, as reported in the filing.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insiders executed preplanned purchases of 60,000 SHEN shares at ~ $12.20, nudging reported indirect holdings to ~3.25M shares.

The filing reports two non-derivative purchases of common stock (30,000 shares each) on 08/08/2025 and 08/11/2025 at weighted-average prices of $12.517 and $11.882. Purchases were made under a Rule 10b5-1 plan adopted June 5, 2025, and the shares are reflected as indirectly owned through Hill City and related entities. The absolute size of the buys (60,000 shares) should be weighed against the >3.2 million shares reported; the filing itself conveys execution and structure rather than new company-operational information.

Corporate Governance Expert

TL;DR: The disclosure shows a layered ownership structure with shared voting/dispositive power and a 10b5-1 plan executing purchases.

The Form 4 details an indirect ownership chain: Hill City holds record title, with ECP ControlCo and several Energy Capital Partners entities in the chain. The filing names specific managers who "share the power to vote and dispose" of the securities while disclaiming beneficial ownership except to the extent of pecuniary interest. Multiple related entities are filing separate Form 4s due to system limits, which increases transparency but requires consolidation for a full ownership view.

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)
08/08/2025

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	08/08/2025		P(1)		30,000	A	$12.517(2)	3,221,550	I	See Footnotes(3)(4)
Common Stock	08/11/2025		P(1)		30,000	A	$11.882(5)	3,251,550	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 $12.16 to $13.02. 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 $11.71 to $12.265. 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	08/12/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	08/12/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/12/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/12/2025
	** 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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FAQ

What transactions were reported for SHEN in this Form 4?

The filing reports two non-derivative purchases of common stock: 30,000 shares on 08/08/2025 and 30,000 shares on 08/11/2025.

Were the SHEN trades executed under a 10b5-1 plan?

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 did the reporting entities own after the reported purchases?

After the 08/08/2025 purchases the entities reported 3,221,550 shares; after the 08/11/2025 purchases the reported holdings were 3,251,550 shares.

What prices were paid for the SHEN shares?

The filing lists weighted-average prices of $12.517 for the 08/08/2025 purchases (individual trades ranged $12.16–$13.02) and $11.882 for the 08/11/2025 purchases (individual trades ranged $11.71–$12.265).

Who may share voting and dispositive power over the reported SHEN shares?

The filing states ECP ControlCo, LLC is controlled by a board of managers—Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes, and Xavier Robert—who collectively share the power to vote and dispose of the securities.