Shenandoah Telecom insider report: director paid 61.6355 shares in lieu of fees

Rhea-AI Filing Summary

Victor Christopher Barnes, a director of Shenandoah Telecommunications Co. (SHEN), received 61.6355 shares of the company's common stock on 09/02/2025 as payment in lieu of director fees at an implied price of $13.25 per share. After this issuance, the filing reports Mr. Barnes beneficially owns 16,030.263 shares.

The Form 4 was filed under a Section 16 reporting exemption and indicates the transaction was made pursuant to a written plan intended to satisfy Rule 10b5-1(c) conditions. The report was executed by Christopher E. French as attorney-in-fact for Mr. Barnes on 09/02/2025.

Positive

• Director compensation paid in stock aligns the director's interests with shareholders by increasing insider ownership.
• Transaction disclosed under a 10b5-1 plan, indicating adherence to a pre-established trading plan and providing an affirmative defense for the insider.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation in stock aligns interests with shareholders and appears properly disclosed under Rule 10b5-1.

The issuance of 61.6355 shares in lieu of cash director fees is a standard practice to conserve cash and strengthen alignment between management and shareholders. The Form 4 discloses the transaction date, per-share price of $13.25, and resulting beneficial ownership of 16,030.263 shares. The filing also notes the transaction was made pursuant to a written plan intended to satisfy Rule 10b5-1(c), which, if properly adopted and disclosed, helps provide an affirmative defense against insider trading accusations. There are no indications in the filing of unusual timing or material undisclosed information.

Securities Analyst

TL;DR: Small, routine equity issuance for director compensation; immaterial to company capitalization or financial performance.

The reported issuance of roughly 62 shares at $13.25 each represents a minor equity grant and results in a total reported beneficial ownership of about 16,030 shares for the director. This transaction is unlikely to have any meaningful impact on outstanding share count or earnings per share given its small size relative to a typical public company float. The clear disclosure and 10b5-1 plan checkbox reduce concerns about opportunistic insider timing.

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^*

BARNES VICTOR CHRISTOPHER

(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)		61.6355	A	$13.25	16,030.263	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 Victor Barnes	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 did SHEN director Victor Barnes receive on 09/02/2025?

He received 61.6355 shares of Shenandoah Telecommunications Co. common stock as payment in lieu of director fees.

At what price were the SHEN shares issued to the director?

The reported per-share price for the transaction was $13.25.

How many SHEN shares does Victor Barnes beneficially own after the transaction?

The Form 4 reports 16,030.263 shares beneficially owned following the issuance.

Was the SHEN transaction part of a Rule 10b5-1 plan?

Yes. The filing checks the box indicating the transaction was made pursuant to a written plan intended to satisfy Rule 10b5-1(c) conditions.

Who signed the Form 4 for Victor Barnes?

The Form 4 was signed by Christopher E. French as attorney-in-fact for Victor Barnes on 09/02/2025.