[Form 4] Shenandoah Telecom Co Insider Trading Activity

Rhea-AI Filing Summary

Shenandoah Telecommunications (SHEN) received a Form 4 showing insider buying by the Energy Capital Partners–affiliated group headed by ECP Fiber Holdings GP, LLC, a 10% owner.

Under a Rule 10b5-1 plan adopted 5 Jun 2025, affiliate Hill City Holdings, LP purchased 50,004 common shares across two sessions:

• 30,000 shares on 17 Jul 2025 at a weighted-average $14.6237
• 20,004 shares on 18 Jul 2025 at a weighted-average $14.8325

These purchases lifted the group’s indirect stake to 2,923,510 shares. No derivative securities were reported, and all transactions were coded “P” (open-market purchase). Multiple Energy Capital Partners entities disclaim beneficial ownership except for their pecuniary interest.

Positive

• 10% owner purchased 50,004 shares, increasing indirect holdings to 2,923,510 shares.
• Transactions executed under a Rule 10b5-1 plan, indicating planned, transparent purchases.
• No sales or derivatives disclosed, pointing to unhedged bullish exposure.

Negative

• None.

Insights

Securities Analyst

TL;DR: 10% owner adds 50k SHEN shares, signalling confidence; impact modest but directionally positive.

Insider purchases—especially by a 10% holder—are generally interpreted as a bullish signal. The transaction increases the group’s position by roughly 1.7%, bringing total holdings to 2.92 million shares. Execution through a pre-established Rule 10b5-1 plan reduces the chance of opportunistic timing but still reflects a willingness to deploy capital at the current valuation range of $14.32–$15.22. No sales or derivative hedges were disclosed, reinforcing the positive tone. While the absolute dollar value (~$0.74 million) is small relative to SHEN’s market cap, the filing supports sentiment that the investor consortium remains committed to its stake.

Corporate Governance Expert

TL;DR: Filing confirms continued alignment of Energy Capital Partners with minority shareholders; no governance red flags observed.

The multi-entity structure—GPs, LPs and control companies—is typical for private-equity sponsors. Each entity properly discloses indirect ownership and disclaimers, consistent with Section 16 obligations. Use of a 10b5-1 plan enhances transparency. No changes in board roles or potential conflicts are disclosed, and the absence of derivative transactions suggests straightforward equity exposure. Overall, the governance posture appears standard and the additional share accumulation marginally tightens the public float.

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).

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)
07/17/2025

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	07/17/2025		P(1)		30,000	A	$14.6237(2)	2,903,506	I	See Footnotes(3)(4)
Common Stock	07/18/2025		P(1)		20,004	A	$14.8325(5)	2,923,510	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 $14.32 to $14.775. 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 $14.67 to $15.22. 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.

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	07/21/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	07/21/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	07/21/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	07/21/2025
	** 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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** 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

How many SHEN shares did the 10% owner buy in July 2025?

The group bought 50,004 common shares on 17-18 Jul 2025.

What prices were paid for the newly acquired SHEN shares?

Weighted-average prices were $14.6237 on 17 Jul and $14.8325 on 18 Jul 2025.

What is the total SHEN ownership of the Energy Capital Partners group after the transactions?

Their indirect stake rose to 2,923,510 shares.

Were the purchases made under a trading plan?

Yes. All trades were executed under a Rule 10b5-1 plan adopted on 5 Jun 2025.

Did the filing report any derivative securities or sales?

No. The Form 4 lists only open-market purchases and shows no derivative positions or sales.