Insiders ECP/Hill City Report 7,253 SHEN Share Purchases at $13.27

Rhea-AI Filing Summary

Form 4 filing shows multiple insider purchases of Shenandoah Telecommunications Co. (SHEN) common stock by related entities. On 08/26/2025, 7,053 shares were acquired at a weighted-average price of $13.2659, and on 08/27/2025 an additional 200 shares were acquired at a weighted-average price of $13.345. After these transactions, the reporting persons beneficially owned 3,350,675 and 3,350,875 shares respectively as reported. The filings list ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC and Hill City Holdings, LP as reporting persons and describe an indirect ownership chain through Hill City and Energy Capital Partners entities. Signatures on the forms are dated 08/28/2025.

Positive

• Insider purchases reported: 7,053 shares on 08/26/2025 and 200 shares on 08/27/2025, indicating acquisition activity by reporting persons.
• Transparent pricing disclosure: Weighted-average purchase prices ($13.2659 and $13.345) disclosed with footnotes offering further transaction-level detail on request.
• Clear ownership chain disclosed: Filing explains indirect beneficial ownership through Hill City and Energy Capital Partners entities and identifies the board controlling ECP ControlCo, LLC.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Related private-equity entities purchased a small number of SHEN shares, disclosed via Form 4; ownership is held indirectly through a complex fund structure.

The Form 4 discloses direct acquisitions totaling 7,253 shares across two dates with weighted-average prices provided in footnotes. Beneficial ownership is reported indirectly through Hill City and multiple Energy Capital Partners entities, and the filing includes the required legal disclaimers. From a governance perspective, the filing appropriately attributes voting/dispositive power to ECP ControlCo, LLC's board and disclaims individual pecuniary interests except as noted. This is a routine disclosure of insider buying by affiliated investment vehicles rather than an operational update.

Securities/Fund Structure Analyst

TL;DR: The reported purchases are modest in size; the filing emphasizes record ownership by Hill City and an indirect control chain via Energy Capital Partners entities.

The disclosure provides weighted-average prices and commits to furnish transaction-level pricing on request. It identifies multiple related filers and explains the multi-tiered ownership and control relationships, which is important for assessing who exercises voting and dispositive power over the shares. The filing contains no derivative transactions and no indications of disposals or material changes to overall reported holdings beyond the incremental purchases.

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).

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)
08/26/2025

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 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 $13.24 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 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	08/28/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	08/28/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/28/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/28/2025
	** 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 shares did the reporting persons acquire in the SHEN Form 4?

They acquired 7,053 shares on 08/26/2025 and 200 shares on 08/27/2025, both in SHEN common stock.

At what prices were the SHEN shares purchased?

The 08/26/2025 purchases had a weighted-average price of $13.2659 and the 08/27/2025 purchases had a weighted-average price of $13.345.

How many SHEN shares do the reporting persons beneficially own after these transactions?

The filings report beneficial ownership of 3,350,675 and 3,350,875 shares following the respective transactions.

Who are the reporting persons named in the Form 4 for SHEN?

The reporting persons include ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC, and Hill City Holdings, LP.

When were the forms signed and filed?

The signatures on the Form 4 filings are dated 08/28/2025.