Shenandoah (SHEN) accounting chief receives RSUs, withholds shares for tax

Rhea-AI Filing Summary

Shenandoah Telecommunications’ VP and Chief Accounting Officer, Tracy Willis, reported several equity compensation moves. Willis exercised 2,437 restricted stock units into the same number of common shares and received a new grant of 9,632 restricted stock units, each representing a right to one future share.

The new restricted stock units vest in four equal annual installments and are subject to cancellation and forfeiture under the company’s executive compensation recovery policy. To cover tax obligations related to these awards, 799 common shares were disposed of at $13.18 per share through share withholding rather than an open-market sale.

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).

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^*

Willis Tracy

(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)
	VP & Chief Accounting 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		2,437	A	(1)	2,437	D
Common Stock	02/19/2026		F		799	D	$13.18	1,638	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			2,437	(2)	02/15/2029	Common Stock	2,437	$0	7,311	D
Restricted Stock Unit	(1)	02/19/2026		A		9,632		(2)	02/21/2030	Common Stock	9,632	$0	16,943	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 Tracy Willis	02/23/2026
	** 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 equity transactions did SHEN executive Tracy Willis report?

Tracy Willis reported exercising 2,437 restricted stock units into common shares, receiving a new 9,632-unit restricted stock award, and disposing of 799 common shares at $13.18 per share to satisfy tax obligations related to these equity awards under Shenandoah Telecommunications’ compensation programs.

How many restricted stock units did SHEN grant to Tracy Willis?

Shenandoah Telecommunications granted Tracy Willis 9,632 restricted stock units. Each unit represents a contingent right to receive one share of common stock, subject to a four-year vesting schedule and potential cancellation under the company’s executive compensation recovery and clawback policy.

How do Tracy Willis’s new SHEN restricted stock units vest?

The restricted stock unit award to Tracy Willis vests in four equal installments. One-fourth of the 9,632 units vests on each of the first, second, third, and fourth anniversaries of the grant date, assuming continued service and compliance with the company’s executive compensation recovery policy.

Why were 799 SHEN common shares disposed of by Tracy Willis?

The 799 Shenandoah Telecommunications common shares were disposed of to pay tax liabilities from equity awards. The Form 4 labels this as a tax-withholding disposition, meaning shares were withheld at $13.18 each rather than sold in an open-market transaction to cover required withholding taxes.

What is the relationship between SHEN restricted stock units and common stock?

Each Shenandoah Telecommunications restricted stock unit represents a contingent right to receive one share of common stock. When units vest and are settled, they typically convert into an equal number of common shares, subject to applicable tax withholding and the company’s executive compensation recovery provisions.

Does the SHEN Form 4 show open-market buying or selling by Tracy Willis?

The Form 4 does not show open-market buying or selling by Tracy Willis. It reports equity compensation activity: an RSU exercise, a new RSU grant, and a tax-withholding disposition of 799 shares at $13.18, used to satisfy tax obligations tied to these awards.