Form 4: ECP-Affiliates Purchase SHEN Shares at ~$13.40

Rhea-AI Filing Summary

ECP-related entities reported purchases of Shenandoah Telecommunications Co. (SHEN) common stock on September 8 and 9, 2025. The filings show acquisitions of 147 shares on 09/08/2025 at a weighted-average price of $13.4649 and 362 shares on 09/09/2025 at a weighted-average price of $13.3855. After these transactions, the reporting group beneficially owned 3,441,761 shares (reported indirectly through Hill City and affiliated entities). Multiple ECP affiliates and individuals are identified as sharing voting and dispositive power, and weighted-average price ranges for the trades are disclosed in footnotes.

Positive

• Transparent disclosure of weighted-average prices and price ranges for the purchases
• Incremental insider purchases on 09/08/2025 and 09/09/2025 indicating continued accumulation
• Clear mapping of indirect ownership through Hill City and related ECP entities, naming managers with voting/dispositive power

Negative

• None.

Insights

Financial Analyst

TL;DR: ECP-affiliated entities made modest open-market purchases increasing their indirect stake to 3.44M shares.

The Form 4 discloses small incremental purchases (147 and 362 shares) executed at weighted-average prices of $13.4649 and $13.3855, respectively. These are direct acquisitions of common stock reported as indirect beneficial ownership via Hill City and related ECP entities. The transactions are routine insider buying activity and do not, by themselves, indicate a change in control or a material shift in ownership given the reporting group already holds multi-million share positions. Footnotes transparently disclose price ranges and complex ownership structure.

Corporate Governance Expert

TL;DR: Multiple affiliated entities and named managers share voting/dispositive power over the reported position.

The filing details an indirect ownership structure where ECP ControlCo, LLC and related funds hold shares of record through Hill City. The reporting explicitly names the board of managers that collectively exercise voting and dispositive control and includes standard disclaimers of beneficial ownership except for pecuniary interest. From a governance perspective, disclosure is thorough, clarifying relationships among the managing member, general partners, and portfolio entities. The filings by multiple affiliated entities reflect filing-system limitations rather than separate economic owners.

Insider Trade Summary

Net Buyer: 509 shares ($6,825)

Net Buy 2 txns

Insider 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, Energy Capital Partners IV-B (Hill City IP), LP

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Bought 509 shs ($7K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	362	$13.3855	$5K
Purchase	Common Stock	147	$13.4649	$2K

Holdings After Transaction: Common Stock — 3,441,761 shares (Indirect, See Footnotes)

Footnotes (1)

1. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.45 to $13.4996. 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. 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. 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. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.35 to $13.40. 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.

Form 4 Insider Transactions: What Each Field Means →

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 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)
09/08/2025

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	09/08/2025		P		147	A	$13.4649(1)	3,441,399	I	See Footnotes(2)(3)
Common Stock	09/09/2025		P		362	A	$13.3855(4)	3,441,761	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 $13.45 to $13.4996. 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 $13.35 to $13.40. 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	09/10/2025
	Energy Capital Partners IV, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel	09/10/2025
	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	09/10/2025
	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	09/10/2025
	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	09/10/2025
	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	09/10/2025
	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	09/10/2025
	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	09/10/2025
	** 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 shares did ECP-related entities buy in SHEN?

They purchased 147 shares on 09/08/2025 and 362 shares on 09/09/2025 of SHEN common stock.

What prices were paid for the SHEN shares?

The weighted-average price was $13.4649 for the 09/08 purchases and $13.3855 for the 09/09 purchases; footnotes show ranges of $13.45–$13.4996 and $13.35–$13.40.

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

Following the reported transactions, the filing reports 3,441,761 shares beneficially owned (indirectly).

Who controls the voting and disposition of the reported shares?

ECP ControlCo, LLC is the managing member of the chain of entities and a named board of managers (Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes and Xavier Robert) collectively share voting and dispositive power.