Shenandoah Telecommunications (SHEN) SVP Cheng logs award vesting and tax withholding

Rhea-AI Filing Summary

Shenandoah Telecommunications senior executive Elaine Cheng reported equity award vesting and related share withholding. On February 2, 2026, she acquired 6,262 shares of common stock from performance-based restricted stock units and 3,573 shares from strategic retention performance share units, both at $0 per share.

Also on that date, 3,480 shares were withheld at $11.87 per share in a transaction coded "F," typically used for tax withholding. Following these transactions, she directly owned 30,227 common shares. The awards were tied to relative total shareholder return and operational metrics such as fiber passings, capital spending per passing, and Adjusted EBITDA over a three-year period ending December 31, 2025.

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

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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).

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^*

CHENG ELAINE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Info Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		6,262(1)	A	$0	30,134	D
Common Stock	02/02/2026		A		3,573(2)	D	$0	33,707	D
Common Stock	02/02/2026		F		3,480	D	$11.87	30,227	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. Represents vesting of performance-based Restricted Stock Units granted February 22, 2023. Performance for this award was measured on the Issuer's relative total return (TSR) compared to the TSR of a group of companies in the NASDAQ Telecom Index with a Market Cap between 100 million and 100 billion, above and below the Issuer's then current Market Cap.

2. Represents the vesting Strategic Retention Performance Share Units granted February 22, 2023. Performance for this award was measured based on the number of Fiber-To-The-Home passings, capital expenditure per incremental passings, and Adjusted Earnings Before Interest Taxes, Depreciation and Amortization for the three-year period ending December 31, 2025.

	Christopher E French Attorney in Fact for Elaine Cheng	02/05/2026
	** 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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FAQ

What insider transactions did SHEN executive Elaine Cheng report on February 2, 2026?

Elaine Cheng reported equity award activity on February 2, 2026. She acquired 6,262 common shares from performance-based restricted stock units and 3,573 shares from strategic retention performance share units, plus a 3,480-share withholding transaction, all leaving her with 30,227 directly owned shares.

How many Shenandoah Telecommunications (SHEN) shares does Elaine Cheng own after this Form 4?

After the reported transactions, Elaine Cheng directly owns 30,227 Shenandoah Telecommunications common shares. This reflects vesting of performance-based and strategic retention share awards, partially offset by 3,480 shares withheld at $11.87 per share, likely for tax obligations associated with the vesting.

What performance metrics determined Elaine Cheng’s February 2026 SHEN share vesting?

One award vested based on Shenandoah Telecommunications’ relative total shareholder return versus certain NASDAQ Telecom Index companies. The strategic retention performance share units vested based on fiber-to-the-home passings, capital expenditure per incremental passing, and Adjusted EBITDA over a three-year period ending December 31, 2025.

Why were 3,480 SHEN shares reported with transaction code "F" at $11.87?

The 3,480-share transaction coded “F” at $11.87 per share reflects shares withheld to cover obligations related to the vesting, commonly taxes. This reduced the net shares Cheng retained but did not represent an open-market sale for cash proceeds initiated by her.

What is Elaine Cheng’s role at Shenandoah Telecommunications (SHEN)?

Elaine Cheng serves as Shenandoah Telecommunications’ Senior Vice President and Chief Information Officer. The Form 4 confirms she is an officer but not a director or 10% owner, and it reports changes in her directly held common stock from performance-based equity awards and related withholding.