Energy Capital Partners (SHEN) exercises 10,924 RSUs into common shares

Rhea-AI Filing Summary

Energy Capital Partners Management, LP, a member of a Section 13(d) group in Shenandoah Telecommunications, reported the exercise of 10,924 restricted stock units, each representing a right to receive one share of common stock. This derivative exercise converted into 10,924 shares of common stock at a stated price of $0.00 per share. Following the transaction, the reporting person held 15,675 shares of Shenandoah Telecommunications common stock directly.

Insights

Equity compensation analyst

Derivative award was exercised into common shares, not bought on the market.

The reporting entity exercised restricted stock units into an equal number of Shenandoah Telecommunications common shares. The Form 4 identifies this as an exercise or conversion of a derivative security, with a stated price of $0.00 per share.

The units represent equity compensation rather than open-market activity, so this filing mainly updates ownership records. Footnote disclosures clarify that Energy Capital Partners Management, LP holds the shares of record and is controlled by a business unit committee whose members may be deemed to share beneficial ownership subject to pecuniary interest.

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^*

Energy Capital Partners Management, LP

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of Section 13(d) Group

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)	15,675(2)	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 Units	(1)	02/18/2026		M			10,924	02/18/2026	02/18/2026	Common Stock	10,924	$0	0(2)	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

2. The securities are held of record by Energy Capital Partners Management, LP ("ECP Management"). ECP Management is controlled by its business unit committee, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Murray Karp, Raoul Hughes and Xavier Robert, all of whom collectively share the power to vote and dispose of the securities held of record by ECP Management. As a result of these relationships, each of the foregoing individuals may be deemed to share beneficial ownership of the securities held of record by ECP Management. Each such individual disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. By virtue of certain relationships among them, ECP Management may be deemed a group under Section 13(d) of the Exchange Act with ECP ControlCo, LLC. Each of them disclaims any such group membership.

	Energy Capital Partners Management, LP, By: /s/ Jennifer Gray, General Counsel	02/20/2026
	** 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 transaction did Energy Capital Partners Management, LP report for SHEN?

Energy Capital Partners Management, LP reported exercising 10,924 restricted stock units into 10,924 shares of Shenandoah Telecommunications common stock. The transaction is coded as a derivative exercise (code M), not an open-market purchase or sale, and updates its equity ownership position.

Did Energy Capital Partners Management, LP buy or sell SHEN shares on the open market?

The filing does not show open-market buying or selling. It reports an exercise or conversion of 10,924 restricted stock units into common stock at a stated price of $0.00 per share, reflecting equity compensation mechanics rather than a cash purchase or sale in the market.

How many SHEN shares did Energy Capital Partners Management, LP hold after this Form 4 transaction?

After the reported transactions, Energy Capital Partners Management, LP held 15,675 shares of Shenandoah Telecommunications common stock directly. This figure reflects the effect of converting 10,924 restricted stock units into an equal number of common shares on the reported transaction date.

What does the M transaction code mean in the SHEN Form 4 filing?

The M transaction code in this Form 4 indicates an exercise or conversion of a derivative security. Here, 10,924 restricted stock units, each representing a right to one share of common stock, were converted into 10,924 common shares of Shenandoah Telecommunications on the reported transaction date.

Who controls the SHEN securities held by Energy Capital Partners Management, LP?

According to the footnotes, Energy Capital Partners Management, LP is controlled by a business unit committee. Its members collectively share power to vote and dispose of the securities held of record by the entity, while each individual disclaims beneficial ownership beyond their pecuniary interest.

Are the restricted stock units for SHEN still outstanding after the transaction?

Following the transaction, the Form 4 shows zero restricted stock units remaining and 10,924 additional common shares held. Each restricted stock unit represented a contingent right to receive one share of Shenandoah Telecommunications common stock, which was realized through this exercise or conversion.