CFO equity awards and tax-share withholding at Shenandoah (NASDAQ: SHEN)

Rhea-AI Filing Summary

Shenandoah Telecommunications SVP Finance & CFO James J. Volk reported several equity transactions dated February 19, 2026. He exercised multiple restricted stock unit awards into common stock and received a new grant of 31,950 restricted stock units, each representing the right to receive one share of common stock. Following these RSU-related transactions, he held 70,071 restricted stock units directly. He also acquired 21,236 shares of common stock through derivative exercises and had 5,822 shares of common stock withheld at $13.18 per share to cover tax obligations, a non–open-market disposition. After these movements, he directly owned 88,387.567 shares of common stock, with an additional 5,504.307 shares held indirectly by his spouse.

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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X

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^*

VOLK JAMES J

(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 Finance & CFO

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		21,236	A	(1)	94,209.567	D
Common Stock	02/19/2026		F		5,822	D	$13.18	88,387.567	D
Common Stock								5,504.307	I	By Spouse

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			3,841	(2)	02/19/2026	Common Stock	3,841	$0	55,516	D
Restricted Stock Unit	(1)	02/19/2026		M			4,775	(2)	02/18/2027	Common Stock	4,775	$0	50,741	D
Restricted Stock Unit	(1)	02/19/2026		M			4,515	(2)	02/17/2028	Common Stock	4,515	$0	46,226	D
Restricted Stock Unit	(1)	02/19/2026		M			8,105	(2)	02/15/2029	Common Stock	8,105	$0	38,121	D
Restricted Stock Unit	(1)	02/19/2026		A		31,950		(2)	02/21/2030	Common Stock	31,950	$0	70,071	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 James J Volk Sr	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 CFO James J. Volk report on this Form 4?

James J. Volk reported exercising multiple restricted stock unit awards into common stock, receiving a new grant of 31,950 restricted stock units, and having 5,822 common shares withheld at $13.18 per share to satisfy tax obligations related to equity compensation.

How many restricted stock units does SHEN’s CFO hold after these transactions?

After the reported transactions, James J. Volk directly holds 70,071 restricted stock units. Each unit represents a contingent right to receive one share of Shenandoah Telecommunications common stock, subject to vesting conditions and potential cancellation under the company’s executive compensation recovery policy.

What happened to SHEN common stock in the tax-withholding transaction?

A total of 5,822 shares of Shenandoah common stock were disposed of at $13.18 per share to cover tax liabilities. This disposition is recorded under transaction code “F,” meaning it was for tax withholding, not an open-market sale initiated for investment purposes.

How many SHEN common shares does the CFO own directly after these Form 4 transactions?

Following the equity transactions, James J. Volk directly owns 88,387.567 shares of Shenandoah Telecommunications common stock. This figure reflects the net result of derivative exercises adding shares and the tax-withholding disposition reducing the number of shares he holds.

Are any of the SHEN shares reported on this Form 4 held indirectly for the CFO?

Yes. In addition to his direct holdings, 5,504.307 shares of Shenandoah common stock are reported as held indirectly by his spouse. These shares are classified as indirect ownership and are listed separately from his direct personal holdings in the filing.

How do the newly granted SHEN restricted stock units vest for the CFO?

The newly granted restricted stock unit award vests in four equal installments on each of the first, second, third, and fourth anniversaries of the grant date. The award, and any shares issued upon settlement, may be canceled under the company’s executive compensation recovery policy.