Insiders (ECP/Hill City) Report Purchases Raising Indirect SHEN Holdings

Rhea-AI Filing Summary

Insider purchases by affiliated entities increased Shenandoah Telecommunications Co. (SHEN) ownership. On 08/18/2025, 20,047 shares were acquired at a weighted-average price of $12.5178, bringing the reporting persons' indirect holdings to 3,303,070 shares. On 08/19/2025, an additional 10,560 shares were purchased at a weighted-average price of $12.5373, increasing indirect holdings to 3,313,630 shares.

The Form 4 names multiple reporting entities (ECP Fiber Holdings GP, LLC; ECP Fiber Holdings, LP; Hill City Holdings GP, LLC; Hill City Holdings, LP) and discloses the complex ownership and control relationships among Energy Capital Partners entities, including that the securities are held of record by Hill City and that several related entities and individuals may be deemed to share beneficial ownership. Signatures on the filing are dated 08/20/2025.

Positive

• Reported purchases totaling 30,607 shares (20,047 on 08/18/2025 and 10,560 on 08/19/2025) are explicitly documented
• Weighted-average purchase prices disclosed ($12.5178 and $12.5373) with footnotes describing price ranges and availability of further detail
• Detailed ownership structure disclosed showing record holder (Hill City) and the chain of general partners and managing members

Negative

• None.

Insights

Securities Analyst

TL;DR: Affiliated investors increased indirect holdings by 30,607 shares across two days, at roughly $12.52 per share.

The filing documents two small open-market purchases totaling 30,607 shares on 08/18/2025 and 08/19/2025 at weighted-average prices of $12.5178 and $12.5373, respectively. Reported beneficial ownership after the first trade was 3,303,070 shares and after the second was 3,313,630 shares, each held indirectly. The transactions were reported by multiple related entities, reflecting a layered private-equity ownership structure rather than direct individual trades. For investors, the filing provides transparent transactional detail and the weighted-average price ranges are disclosed in footnotes.

Corporate Governance Expert

TL;DR: Multiple affiliated reporting persons disclosed coordinated purchases and clarified complex beneficial ownership relationships.

The Form 4 clarifies that record title is held by Hill City and describes the chain of general partners and managing members within Energy Capital Partners entities. Footnotes specify weighted-average price ranges and offer to provide breakdowns on request. The filing includes executed signatures from authorized officers dated 08/20/2025, satisfying Section 16 reporting formalities and documenting the indirect ownership and voting/disposition power 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
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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)
08/18/2025

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	08/18/2025		P		20,047	A	$12.5178(1)	3,303,070	I	See Footnotes(2)(3)
Common Stock	08/19/2025		P		10,560	A	$12.5373(4)	3,313,630	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 $12.46 to $12.65. 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 $12.47 to $12.59. 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	08/20/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	08/20/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/20/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/20/2025
	** 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).
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FAQ

What trades were reported for SHEN in this Form 4 filing?

The filing reports purchases of 20,047 shares on 08/18/2025 at a weighted-average price of $12.5178 and 10,560 shares on 08/19/2025 at $12.5373.

How many shares did the reporting persons beneficially own after the transactions?

After the 08/18/2025 purchase the reporting persons beneficially owned 3,303,070 shares; after the 08/19/2025 purchase they owned 3,313,630 shares.

Which entities filed the Form 4 for SHEN?

The filing reports transactions by ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC, and Hill City Holdings, LP.

Do the footnotes provide additional price details?

Yes. Footnotes state the reported prices are weighted averages and provide purchase price ranges ($12.46–$12.65 for 08/18/2025 transactions and $12.47–$12.59 for 08/19/2025 transactions) and offer to supply breakdowns on request.

When was the Form 4 signed?

Signatures from authorized representatives are dated 08/20/2025 on the filing.