Shenandoah (SHEN) SVP reports RSU grant and stock from conversions

Rhea-AI Filing Summary

Shenandoah Telecommunications insider compensation update: Senior Vice President of Engineering & Operations Richard W. Mason Jr. reported multiple equity-related transactions in company securities. On February 19, he exercised or converted several restricted stock units (RSUs) and received a new RSU award.

Mason acquired 12,249 shares of common stock through the exercise or conversion of derivative securities at a stated price of $0.0000 per share. He also received a new grant of 21,692 RSUs, each representing a contingent right to one share of common stock. Earlier RSU entries on the same date reflect additional RSU exercises or conversions in amounts of 2,282, 2,717, 2,570 and 4,680 units.

According to the footnotes, each RSU corresponds to one share of common stock. The new RSU award vests in four equal installments on the first, second, third and fourth anniversaries, and both the award and any shares issued from it are subject to potential cancellation and forfeiture under the company’s executive compensation recovery policy.

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^*

MASON RICHARD W JR

(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 Engineering & Operations

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		12,249	A	(1)	54,939	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	31,868	D
Restricted Stock Unit	(1)	02/19/2026		M			2,717	(2)	02/18/2027	Common Stock	2,717	$0	29,151	D
Restricted Stock Unit	(1)	02/19/2026		M			2,570	(2)	02/17/2028	Common Stock	2,570	$0	26,581	D
Restricted Stock Unit	(1)	02/19/2026		M			4,680	(2)	02/15/2029	Common Stock	4,680	$0	21,901	D
Resticted Stock Unit	(1)	02/19/2026		A		21,692		(2)	02/21/2030	Common Stock	21,692	$0	43,593	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 Richard W Mason Jr	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 transactions did SHEN SVP Richard W. Mason Jr. report?

Richard W. Mason Jr. reported multiple equity transactions, including exercising or converting restricted stock units and receiving a new restricted stock unit grant. All transactions involved acquiring interests in Shenandoah Telecommunications common stock rather than selling existing shares.

How many SHEN common shares did the SVP acquire through RSU conversion?

He acquired 12,249 shares of Shenandoah Telecommunications common stock through the exercise or conversion of derivative securities. These transactions were reported at a stated price of $0.0000 per share, reflecting equity compensation rather than open-market purchases.

What new restricted stock unit award did SHEN grant to the SVP?

He received a grant of 21,692 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Shenandoah Telecommunications common stock, subject to vesting conditions and the company’s executive compensation recovery policy.

How do SHEN restricted stock units reported in this filing vest?

The restricted stock unit award vests in four equal installments, with one-fourth vesting on each of the first, second, third and fourth anniversaries of the grant date. This structure ties the award to continued service over several years.

Are SHEN restricted stock unit awards subject to clawback or forfeiture?

Yes. The restricted stock unit award, and any shares issued upon its exercise, can be canceled and forfeited under Shenandoah Telecommunications’ executive compensation recovery policy. This policy allows the company to recoup compensation under specified circumstances.

What does each SHEN restricted stock unit represent for shareholders?

Each restricted stock unit represents a contingent right to receive one share of Shenandoah Telecommunications common stock. Actual share delivery depends on satisfying vesting conditions and is also subject to potential cancellation under the company’s compensation recovery policy.