Shenandoah (SHEN) director reports RSU grant, exercise and tax share disposal

Rhea-AI Filing Summary

Shenandoah Telecommunications director Victor Christopher Barnes reported multiple equity transactions. He received a grant of 9,863 restricted stock units, each representing a contingent right to one share of common stock. This increases his potential future ownership in the company.

On a separate date, 10,924 restricted stock units were exercised and converted into 10,924 shares of common stock at a stated price of $0.00 per share, raising his directly held common stock to 27,295.5714 shares before a tax-related adjustment. To satisfy tax withholding obligations, 2,970 common shares valued at $13.01 per share were disposed of, leaving him with 24,325.5714 directly owned common shares after these transactions.

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^*

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)
02/18/2026

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	02/18/2026		M		10,924	A	(1)	27,295.5714	D
Common Stock	02/18/2026		F		2,970	D	$13.01	24,325.5714	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)	02/18/2026		M			10,924	02/18/2026	02/18/2026	Common Stock	10,924	$0	0	D
Restricted Stock Unit	(1)	02/19/2026		A		9,863		02/19/2027	02/19/2027	Common Stock	9,863	$0	9,863	D

Explanation of Responses:

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

	/s/ Christopher E French Attorney in Fact for Victor Barnes	02/20/2026
	** 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 insider transactions did SHEN director Victor Christopher Barnes report?

Victor Christopher Barnes reported a grant of 9,863 restricted stock units, the exercise of 10,924 restricted stock units into common shares, and a tax-withholding disposition of 2,970 common shares at $13.01 per share, all held as direct ownership.

How many restricted stock units did SHEN grant to director Victor Christopher Barnes?

Barnes received 9,863 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Shenandoah Telecommunications common stock, increasing his potential future equity exposure if and when the units vest and settle into shares.

What share amount did Victor Christopher Barnes exercise into SHEN common stock?

Barnes exercised 10,924 restricted stock units into 10,924 shares of Shenandoah Telecommunications common stock at a stated price of $0.00 per share, converting previously awarded derivative equity into directly held common stock.

Why were 2,970 SHEN shares disposed of by Victor Christopher Barnes?

Barnes disposed of 2,970 shares of Shenandoah Telecommunications common stock at $13.01 per share to satisfy tax withholding obligations related to equity compensation, categorized as a payment of tax liability by delivering securities rather than an open-market sale.

How many SHEN common shares does Victor Christopher Barnes directly own after these transactions?

After the reported transactions, Barnes directly owns 24,325.5714 shares of Shenandoah Telecommunications common stock. This figure reflects the exercise of restricted stock units into shares and the subsequent tax-withholding disposition of 2,970 shares.

What does each SHEN restricted stock unit reported by Victor Christopher Barnes represent?

Each restricted stock unit reported by Barnes represents a contingent right to receive one share of Shenandoah Telecommunications common stock, meaning units can convert into an equal number of shares if vesting and settlement conditions are satisfied.