Executive RSU grants and tax share withholding at Shenandoah (SHEN)

Rhea-AI Filing Summary

Shenandoah Telecommunications VP Chief HRO Heather K. Tormey reported multiple equity-related transactions on February 19, 2026. She acquired restricted stock units (RSUs) through exercises and a new grant, and converted RSUs into common stock at no cash cost per share.

The filing shows 13,820 RSUs granted as an award, in addition to several RSU exercises and conversions into common stock. After these derivative transactions, she directly held 30,342 RSUs, each representing a contingent right to one common share, vesting in four equal annual installments and subject to the company’s compensation recovery policy.

On the same date, RSU conversions increased her direct ownership of common stock to 28,586 shares, followed by a disposition of 3,050 common shares at $13.18 per share to satisfy tax withholding obligations. After this tax-withholding transaction, she directly owned 25,536 common shares.

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^*

TORMEY HEATHER K

(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 HRO

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		9,266	A	(1)	28,586	D
Common Stock	02/19/2026		F		3,050	D	$13.18	25,536	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			1,739	(2)	02/19/2026	Common Stock	1,447	$0	24,049	D
Restricted Stock Unit	(1)	02/19/2026		M			2,054	(2)	02/18/2027	Common Stock	2,054	$0	21,995	D
Restricted Stock Unit	(1)	02/19/2026		M			1,952	(2)	02/17/2028	Common Stock	1,952	$0	20,043	D
Restricted Stock Unit	(1)	02/19/2026		M			3,521	(2)	02/15/2029	Common Stock	3,521	$0	16,522	D
Restricted Stock Unit	(1)	02/19/2026		A		13,820		(2)	02/21/2030	Common Stock	13,820	$0	30,342	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/ Heather K Tormey	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.
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FAQ

What did SHEN executive Heather K. Tormey report on this Form 4?

Heather K. Tormey reported multiple RSU-related transactions and a tax-withholding share disposition. She received a large RSU grant, exercised existing RSUs into common stock, and delivered some shares to cover tax obligations on February 19, 2026.

How many restricted stock units did Heather K. Tormey acquire from Shenandoah Telecommunications (SHEN)?

She acquired 13,820 restricted stock units as a grant, plus additional RSUs through exercises and conversions. After all derivative transactions, her directly held RSU balance increased to 30,342 units, each representing a contingent right to receive one share of SHEN common stock.

How many SHEN common shares does Heather K. Tormey own after these transactions?

Following the RSU conversions and tax-withholding disposition, she directly owns 25,536 shares of Shenandoah Telecommunications common stock. Her holdings first rose to 28,586 shares, then decreased when 3,050 shares were delivered to satisfy related tax obligations.

What was the purpose of the 3,050 SHEN shares disposed of at $13.18?

The 3,050 common shares at $13.18 each were disposed of to pay tax liabilities tied to equity compensation. This is characterized as a tax-withholding disposition rather than an open‑market sale, and follows the earlier RSU conversions into common shares.

How do Heather K. Tormey’s RSUs in SHEN vest over time?

The RSU award vests in four equal installments, one‑fourth on each of the first, second, third, and fourth anniversaries of the grant. Both the RSUs and any shares issued upon settlement are subject to cancellation and forfeiture under the company’s executive compensation recovery policy.

What does each restricted stock unit represent for Shenandoah Telecommunications stock?

Each restricted stock unit represents a contingent right to receive one share of Shenandoah Telecommunications common stock. Actual share delivery depends on vesting over four years and compliance with the company’s executive compensation recovery and clawback policies.