Shenandoah Telecom: 10% owner increases stake with small open-market purchases

Rhea-AI Filing Summary

Shenandoah Telecommunications Co. (SHEN) insiders reported small open-market purchases increasing their indirect holdings. Entities including ECP Fiber Holdings GP, LLC and related Hill City entities bought 4,000 shares on 08/22/2025 at a weighted-average price of $13.09 and 1,500 shares on 08/25/2025 at a weighted-average price of $13.0989. After those purchases the reported indirect beneficial ownership rose from 3,342,122 to 3,343,622 shares. Footnotes describe a layered ownership and control structure through Energy Capital Partners and related entities and identify the reporting persons as directors and 10% owners. The Forms are signed and dated 08/26/2025.

Positive

• Insider purchases of 5,500 shares total, indicating continuing buy activity by a 10% owner and director group
• Clear disclosure of complex ownership and control chain through Energy Capital Partners and Hill City entities
• Reported indirect beneficial ownership remains substantial at 3,343,622 shares, showing sustained stake

Negative

• Small transaction size: 5,500 shares is modest relative to the >3.3 million shares held and unlikely to move valuation
• No information in the filing about the total shares outstanding or percentage ownership, limiting assessment of materiality

Insights

Financial Analyst

TL;DR: Modest insider purchases by a 10% owner signal limited positive alignment but are small relative to total holdings.

The reported purchases total 5,500 shares at weighted-average prices around $13.10, increasing indirect holdings to 3,343,622 shares. For investors this is a modest sign of insider conviction since the reporting entities are significant holders and directors. The transactions appear to be open-market buys, not option exercises or derivative activity, and the filings include standard beneficial ownership disclosure and control-party footnotes. Given the small size of the purchases relative to the reported position, expect negligible immediate valuation impact but a behavioral data point indicating continued interest by the controlling parties.

Corporate Governance Expert

TL;DR: Complex ownership chain disclosed; reporting parties clearly identify shared control and disclaimers, complying with Section 16.

The filing provides detailed attribution: record shares are held by Hill City with multiple Energy Capital Partners entities and ECP ControlCo, LLC noted as controlling organizations. The footnotes transparently allocate voting/dispositive power to named managers and disclaimers limit pecuniary-interest claims. Signatures from delegated officers are present. From a governance perspective the disclosure appears complete and consistent with Form 4 rules, enabling stakeholders to trace beneficial ownership through the private-equity structure.

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)
08/22/2025

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	08/22/2025		P		4,000	A	$13.09(1)	3,342,122	I	See Footnotes(2)(3)
Common Stock	08/25/2025		P		1,500	A	$13.0989(4)	3,343,622	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 $12.75 to $13.22. 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 $12.95 to $13.24. 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	08/26/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	08/26/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/26/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/26/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions were reported for SHEN?

Entities including ECP Fiber Holdings GP, LLC and related Hill City entities purchased a total of 5,500 shares on 08/22/2025 and 08/25/2025.

At what prices were the SHEN shares purchased?

The filing reports weighted-average prices of $13.09 for the 08/22/2025 purchases and $13.0989 for the 08/25/2025 purchases.

How many SHEN shares are beneficially owned after these transactions?

The reported indirect beneficial ownership increased to 3,343,622 shares following the transactions.

Who filed the Form 4 for SHEN?

The Form 4s were filed by ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC, and Hill City Holdings, LP, among related entities.

Were these transactions derivative or open-market purchases?

The transactions are reported in Table I as Common Stock with transaction code "P", indicating purchases of non-derivative shares (open-market purchases).

When were the Forms signed?

The Forms include signatures dated 08/26/2025 by authorized signatories including Matthew DeNichilo and Jennifer Gray.