[Form 4] Shenandoah Telecom Co Insider Trading Activity

Rhea-AI Filing Summary

ECP Fiber Holdings GP, LLC and related ECP/Hill City entities reported purchases of Shenandoah Telecommunications Co. (SHEN) common stock on August 6 and August 7, 2025. The filing shows an acquisition of 22,085 shares on August 6 at a weighted-average price of $13.0112 and 25,104 shares on August 7 at a weighted-average price of $12.7104, for a combined 47,189 shares. After these transactions the reporting entities beneficially own 3,191,550 shares indirectly.

The filing notes the August 6 purchases were made at prices ranging from $12.88 to $13.35 and the August 7 purchases at prices ranging from $12.43 to $13.055. Hill City Holdings, LP adopted a Rule 10b5-1 plan on June 5, 2025, and footnotes describe a layered ownership structure through several ECP entities and named managers. The Form 4s were signed and dated August 8, 2025.

Positive

• Total purchases of 47,189 shares were reported, increasing disclosed indirect holdings to 3,191,550 shares
• Purchases are explicitly disclosed as executed under a Rule 10b5-1 plan adopted June 5, 2025, with price ranges and weighted-average prices provided

Negative

• None.

Insights

Financial Analyst

TL;DR: Affiliated ECP entities purchased 47,189 SHEN shares, boosting indirect holdings to 3.19M; purchases executed at ~$12.43–$13.35.

The transactions are documented as non-derivative common stock purchases on August 6 and 7, 2025, with weighted-average prices of $13.0112 and $12.7104 respectively. The combined 47,189-share acquisition increases the reported indirect stake to 3,191,550 shares. The filing discloses execution under a Rule 10b5-1 plan adopted June 5, 2025, and a multi-entity ownership chain that allocates record ownership to Hill City. From a capital-structure view, these are straightforward buy transactions recorded on Form 4 with clear pricing ranges provided in footnotes.

Corporate Governance Expert

TL;DR: Purchases documented under a disclosed 10b5-1 plan with layered entity relationships; signatures and disclaimers accompany the report.

The Form 4s identify ECP Fiber Holdings GP, LLC and affiliated ECP and Hill City entities as reporting persons and include explanatory footnotes clarifying that shares are held of record by Hill City and that multiple ECP entities and named managers may be deemed to share beneficial ownership. The filing includes the required signatures dated August 8, 2025, and contains the customary disclaimers of beneficial ownership except for pecuniary interest. Governance disclosures are present and appear to meet Form 4 reporting norms.

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^*

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)
08/06/2025

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	08/06/2025		P(1)		22,085	A	$13.0112(2)	3,166,446	I	See Footnotes(3)(4)
Common Stock	08/07/2025		P(1)		25,104	A	$12.7104(5)	3,191,550	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 $12.88 to $13.35. 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 $12.43 to $13.055. 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	08/08/2025
	ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer	08/08/2025
	Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/08/2025
	Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary	08/08/2025
	** 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 transactions were reported for SHEN in this Form 4?

The filing reports purchases of 22,085 shares on 08/06/2025 and 25,104 shares on 08/07/2025, totaling 47,189 shares.

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

Following the reported transactions the entities beneficially own 3,191,550 shares indirectly.

What prices were paid for the SHEN shares?

The Form 4 lists weighted-average prices of $13.0112 for 08/06/2025 and $12.7104 for 08/07/2025; footnotes report price ranges of $12.88–$13.35 (Aug 6) and $12.43–$13.055 (Aug 7).

Were the purchases made under a 10b5-1 plan?

Yes. Footnote 1 states the purchases were effected pursuant to a Rule 10b5-1 plan adopted by Hill City Holdings, LP on June 5, 2025.

Who are the reporting persons and who signed the Form 4?

Reporting persons include ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC, and Hill City Holdings, LP. The forms were signed on 08/08/2025 by Matthew DeNichilo and Jennifer Gray as indicated.