Shenandoah SVP receives RSU award, withholds shares

Shenandoah Telecommunications (SHEN) SVP & Chief Information Officer Elaine Cheng reported a mix of equity awards, vesting, and tax-related share disposal.

Rhea-AI Filing Summary

Shenandoah Telecommunications (SHEN) SVP & Chief Information Officer Elaine Cheng reported a mix of equity awards, vesting, and tax-related share disposal. On February 19, 2026, she acquired multiple blocks of common stock through the exercise or conversion of restricted stock units, and received a new award of 19,332 restricted stock units at no cost.

Each restricted stock unit represents the right to receive one share of common stock and vests in four equal annual installments, subject to the company’s executive compensation recovery policy. To cover tax obligations, 3,654 shares of common stock were disposed of at $13.18 per share, leaving 38,523 common shares held directly after the transactions.

Insider Trade Summary

11,961 shares exercised/converted

Exercise 7 txns

Insider CHENG ELAINE

Role SVP & Chief Info Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,282	$0.00	$0.00
Exercise	Restricted Stock Unit	2,684	$0.00	$0.00
Exercise	Restricted Stock Unit	2,526	$0.00	$0.00
Exercise	Restricted Stock Unit	4,469	$0.00	$0.00
Grant/Award	Restricted Stock Unit	19,332	$0.00	$0.00
Exercise	Common Stock	11,961	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,654	$13.18	$48K

Holdings After Transaction: Restricted Stock Unit — 146,210 contracts (Direct); Common Stock — 38,523 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of common stock.
2. F2. The restricted stock unit award vests one-fourth on each the first, second, third and fourth anniversary. The restricted stock unit award (and shares issuable upon exercise of the restricted stock unit award) are subject to cancellation and forfeiture in accordance with the Company's executive compensation recovery policy.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did SHEN executive Elaine Cheng report on this Form 4?

Elaine Cheng reported several equity-related transactions, including exercises of restricted stock units into common stock, a grant of 19,332 new restricted stock units, and a tax-withholding disposition of 3,654 common shares. These transactions reflect equity compensation activity rather than open-market buying or selling.

How many restricted stock units did SHEN grant to Elaine Cheng in this filing?

The filing shows a grant of 19,332 restricted stock units to Elaine Cheng at a price of $0.00 per unit. Each unit represents the right to receive one share of common stock, subject to vesting over four years and the company’s executive compensation recovery policy.

How do Elaine Cheng’s SHEN restricted stock units vest according to the Form 4?

The Form 4 states that restricted stock units vest one-fourth on each of the first, second, third and fourth anniversaries of the award. The units and resulting shares are also subject to potential cancellation or forfeiture under Shenandoah Telecommunications’ executive compensation recovery policy.

Did Elaine Cheng sell SHEN shares on the open market in this Form 4?

The Form 4 reports a disposition of 3,654 common shares coded “F” at $13.18 per share, described as payment of exercise price or tax liability by delivering securities. This indicates tax-withholding disposition, not an open-market sale initiated for investment purposes.

How many SHEN common shares does Elaine Cheng hold after these transactions?

After the reported transactions, Elaine Cheng directly holds 38,523 shares of SHEN common stock. This share count reflects the net impact of restricted stock unit exercises or conversions into common stock and the shares delivered to satisfy tax obligations on February 19, 2026.

What does each SHEN restricted stock unit represent for Elaine Cheng?

According to the footnotes, each restricted stock unit represents a contingent right to receive one share of common stock. Delivery of shares depends on vesting over four annual installments and compliance with Shenandoah Telecommunications’ executive compensation recovery and forfeiture provisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/23/2026 - 02:29 PM Learn about SEC filing dates

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^*

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)
02/19/2026

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	02/19/2026		M		11,961	A	(1)	42,177	D
Common Stock	02/19/2026		F		3,654	D	$13.18	38,523	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
Restricted Stock Unit	(1)	02/19/2026		M			2,282	(2)	02/19/2026	Common Stock	2,282	$0	30,826	D
Restricted Stock Unit	(1)	02/19/2026		M			2,684	(2)	02/18/2027	Common Stock	2,684	$0	28,142	D
Restricted Stock Unit	(1)	02/19/2026		M			2,526	(2)	02/17/2028	Common Stock	2,526	$0	25,616	D
Restricted Stock Unit	(1)	02/19/2026		M			4,469	(2)	02/15/2029	Common Stock	4,469	$0	21,147	D
Restricted Stock Unit	(1)	02/19/2026		A		19,332		(2)	02/21/2030	Common Stock	19,332	$0	40,479	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. The restricted stock unit award vests one-fourth on each the first, second, third and fourth anniversary. The restricted stock unit award (and shares issuable upon exercise of the restricted stock unit award) are subject to cancellation and forfeiture in accordance with the Company's executive compensation recovery policy.

	/s/ Christopher E French Attorney in Fact for Elaine Cheng	02/23/2026
	** 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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