ECP-Affiliated Funds Report Indirect Ownership Increase in SHEN

Rhea-AI Filing Summary

Form 4 filings show affiliated Energy Capital Partners entities purchased shares of Shenandoah Telecommunications Co. (SHEN) on August 26-27, 2025. The filings report an aggregate acquisition of 7,253 shares: 7,053 shares on 08/26/2025 at a weighted-average price of $13.2659 (prices ranged $13.24–$13.30) and 200 shares on 08/27/2025 at a weighted-average price of $13.345 (prices ranged $13.34–$13.35). After these purchases the reported amount of Common Stock beneficially owned increased from 3,350,675 to 3,350,875 shares, held of record by Hill City and reported indirectly by multiple ECP-related entities. The filings identify ECP ControlCo, LLC and related ECP funds as directors and 10% owners and include detailed footnotes describing the ownership chain and signatories.

Positive

• Insider purchases were reported, showing continued acquisition of SHEN shares by affiliated ECP entities
• Detailed disclosure of weighted-average prices and price ranges ($13.24–$13.30 and $13.34–$13.35) improves transparency
• Clear ownership chain is provided, identifying Hill City as record holder and ECP entities as indirect beneficial owners

Negative

• Complex ownership structure involves multiple entities which may make direct control and economic exposure harder to assess from this filing alone
• Filing does not state rationale for purchases or strategic intent, limiting insight into material implications

Insights

Securities Analyst

TL;DR: Affiliated ECP entities made small incremental purchases and maintain large indirect holdings via Hill City.

The transactions are purchases totaling 7,253 shares executed over two days at weighted-average prices of $13.2659 and $13.345. The filings clarify these shares are held of record by Hill City with beneficial ownership reported indirectly through a chain of ECP entities led by ECP ControlCo, LLC. The disclosure is precise about price ranges and the entity relationships, which aids transparency. There is no earnings or revenue data in this filing, and the purchases are documented rather than explanatory of strategy.

Corporate Governance Expert

TL;DR: The filing documents indirect insider ownership through multiple entities and confirms authorized signatories.

The Form 4 provides a clear ownership pedigree: ECP ControlCo, LLC is the managing member steering multiple ECP funds that ultimately hold shares of record in Hill City. Signatures by General Counsel are provided for each reporting entity. Footnotes appropriately disclose weighted-average pricing and willingness to provide transaction breakdowns. The layered structure is disclosed but complex; the filing follows Form 4 requirements and provides the necessary legal disclaimers.

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 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)
08/26/2025

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	08/26/2025		P		7,053	A	$13.2659(1)	3,350,675	I	See Footnotes(2)(3)
Common Stock	08/27/2025		P		200	A	$13.345(4)	3,350,875	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 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 price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.24 to $13.30. 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 $13.34 to $13.35. 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	08/28/2025
	Energy Capital Partners IV, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel	08/28/2025
	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	08/28/2025
	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	08/28/2025
	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	08/28/2025
	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	08/28/2025
	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	08/28/2025
	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	08/28/2025
	** 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 transactions does the SHEN Form 4 report?

The filings report purchases of 7,053 shares on 08/26/2025 at a weighted-average price of $13.2659 and 200 shares on 08/27/2025 at a weighted-average price of $13.345.

How many SHEN shares are reported as beneficially owned after these transactions?

Following the reported transactions, the filings show beneficial ownership increased to 3,350,875 shares (previously 3,350,675 shares).

Who reported these transactions on the Form 4 for SHEN?

The reporting parties are ECP ControlCo, LLC and multiple affiliated entities including Energy Capital Partners IV, LLC and related fund entities, signed by Jennifer Gray, General Counsel.

Are the reported prices single transactions or averages?

The filing states the reported prices are weighted-average prices and provides disclosed ranges: $13.24–$13.30 for 08/26/2025 and $13.34–$13.35 for 08/27/2025.

Are these shares held directly or indirectly?

The shares are held of record by Hill City and are reported as indirect beneficial ownership by the various ECP-related entities.