Shenandoah Telecom Director Accepted 78.62 SHEN Shares for Fees

Rhea-AI Filing Summary

Tracy Fitzsimmons, a director of Shenandoah Telecommunications Co (SHEN), received 78.6166 shares of common stock on 09/02/2025 as payment in lieu of director fees at a price of $13.25 per share. After this transaction, the filing reports Ms. Fitzsimmons beneficially owns 44,717.1923 shares. The Form 4 indicates the transaction was made pursuant to a written plan intended to satisfy the Rule 10b5-1(c) affirmative defense and was signed by Christopher E. French as attorney-in-fact.

Positive

• Director alignment: Receipt of equity in lieu of cash fees aligns director compensation with shareholder interests.
• Rule 10b5-1 plan indicated: Transaction was reported as pursuant to a written plan, which can provide an affirmative defense to insider trading concerns.

Negative

• No material negative events disclosed: The filing reports a routine compensation issuance only.

Insights

Corporate Governance Specialist

TL;DR: Director received equity in lieu of cash fees, modestly increasing her stake under a 10b5-1 plan.

The filing documents a routine non-derivative issuance: 78.6166 shares issued at $13.25 per share, increasing reported beneficial ownership to 44,717.1923 shares. The box for a transaction under a written plan is checked, which suggests the issuance aligns with pre-established terms rather than a opportunistic trade. This is a common governance practice to align director incentives with shareholders while conserving cash. The Form 4 was executed by an attorney-in-fact, consistent with administrative filings.

Securities Regulatory Analyst

TL;DR: Disclosure is straightforward and complies with Section 16 reporting requirements.

The report provides required details: reporting person identity, issuer ticker (SHEN), transaction date (09/02/2025), transaction code A(1) (shares acquired), number of shares (78.6166), price per share ($13.25), and resulting beneficial ownership (44,717.1923). The filing is signed by an attorney-in-fact, and the 10b5-1 plan box is checked, which is relevant for insider-trading affirmative defense but does not provide plan specifics. The disclosure appears routine and timely based on the information shown.

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^*

Fitzsimmons Tracy

(Last) (First) (Middle)

PO BOX 459

(Street)

EDINBURG VA 22824

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	09/02/2025		A(1)		78.6166	A	$13.25	44,717.1923	D

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

Explanation of Responses:

1. Shares received in lieu of director fees.

	/s/ Christopher E French Attorney in Fact for Tracy Fitzsimmons	09/02/2025
	** 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 transaction did Tracy Fitzsimmons report for SHEN on 09/02/2025?

The Form 4 reports Ms. Fitzsimmons acquired 78.6166 shares of SHEN common stock on 09/02/2025 at $13.25 per share, received in lieu of director fees.

How many SHEN shares does Tracy Fitzsimmons beneficially own after the transaction?

The filing reports beneficial ownership of 44,717.1923 shares following the transaction.

Was the SHEN transaction executed under a 10b5-1 trading plan?

Yes. The Form 4 has the box checked indicating the transaction was made pursuant to a written plan intended to satisfy the Rule 10b5-1(c) affirmative defense.

What does transaction code A(1) mean on this Form 4?

The filing shows code A(1), indicating a non-derivative acquisition of shares; the explanation specifies the shares were received in lieu of director fees.

Who signed the Form 4 for Tracy Fitzsimmons?

The Form 4 is signed by Christopher E. French as attorney-in-fact for Tracy Fitzsimmons on 09/02/2025.