Shenandoah (SHEN) CEO McKay reports vested shares and disposes stock

Rhea-AI Filing Summary

Shenandoah Telecommunications President & CEO Edward H. McKay reported equity award vesting and related share transactions in company stock. On February 2, 2026, he acquired 12,204 shares of common stock at $0 per share from performance-based RSU vesting and 10,037 shares from strategic retention performance share unit vesting, both granted February 22, 2023.

On the same date, 7,228 shares of common stock were disposed of at $11.87 per share under transaction code F. After these transactions, McKay directly beneficially owned 117,190 shares of Shenandoah Telecommunications common stock.

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).

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^*

McKay Edward H

(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)
	President & CEO

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		12,204(1)	A	$0	114,381	D
Common Stock	02/02/2026		A		10,037(2)	A	$0	124,418	D
Common Stock	02/02/2026		F		7,228	D	$11.87	117,190	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.

	Edward H McKay	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 stock transactions did SHEN CEO Edward McKay report?

Edward H. McKay reported equity award vesting and a related share disposition. He acquired 12,204 and 10,037 Shenandoah Telecommunications common shares from vested stock units, and 7,228 shares were disposed of at $11.87 per share, leaving him with 117,190 directly owned shares.

How many SHEN shares did Edward McKay acquire through award vesting?

Edward McKay acquired 22,241 Shenandoah Telecommunications common shares through award vesting. These included 12,204 shares from performance-based restricted stock units and 10,037 shares from strategic retention performance share units, both originally granted on February 22, 2023 and measured against specified performance metrics.

What does the transaction code F mean in Edward McKay’s SHEN Form 4?

In this Form 4, transaction code F records a disposition of 7,228 Shenandoah Telecommunications common shares at $11.87 per share. Code F generally denotes a transaction related to equity awards, separate from open-market buying or selling, as part of the overall award activity.

What performance metrics governed Edward McKay’s SHEN stock unit vesting?

One award vested based on Shenandoah Telecommunications’ relative total shareholder return versus peers in the NASDAQ Telecom Index. The other vested based on fiber-to-the-home passings, capital expenditure per incremental passing, and Adjusted EBITDA measured over a three-year period ending December 31, 2025.

How many SHEN shares does Edward McKay own after these transactions?

Following the reported transactions, Edward H. McKay directly beneficially owned 117,190 shares of Shenandoah Telecommunications common stock. This figure reflects the combined effect of the two equity award vesting events and the single disposition reported with transaction code F on February 2, 2026.

What are the key dates in Edward McKay’s SHEN equity awards and vesting?

The performance-based restricted stock units and strategic retention performance share units were granted on February 22, 2023. Their performance was measured over time, with the strategic retention award evaluated through the three-year period ending December 31, 2025, and vesting reported on February 2, 2026.