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GCM Grosvenor entities (SHEN) detail indirect changes in SHEN stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SHENANDOAH TELECOMMUNICATIONS CO/VA/ reported indirect equity award activity related to its director designee arrangement with LIF Vista, LLC and affiliated GCM Grosvenor entities. On February 18, 2026, 10,924 restricted stock units were disposed of to the issuer and an equal number of common shares were acquired through an exercise or conversion.

According to the footnotes, these securities were awarded to director James DiMola but are held for the benefit of LIF Vista or its affiliates, with transfers and any sale proceeds directed by LIF Vista. After these transactions, 4,105,126 shares of common stock were held indirectly through LIF Vista, with multiple GCM Grosvenor-related entities and Michael J. Sacks potentially deemed beneficial owners to the extent of their pecuniary interests.

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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*
GCM Grosvenor Inc.

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(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)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
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)
Form filed by One Reporting Person
X 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(1) 02/18/2026 M 10,924 A (2) 10,924 I See footnote(3)
Common Stock(1) 4,105,126 I By LIF Vista, LLC(4)
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 (2) 02/18/2026 D 10,924 02/18/2026 02/18/2026 Common Stock 10,924 $0 0 I See footnote(3)
1. Name and Address of Reporting Person*
GCM Grosvenor Inc.

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
LIF Vista, LLC

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
Labor Impact Fund, L.P.

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
LIF AIV 1, L.P.

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
GCM Investments GP, LLC

(Last) (First) (Middle)
900 NORTH MICHIGAN AVE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
Grosvenor Capital Management Holdings, LLLP

(Last) (First) (Middle)
900 NORTH MICHIGAN AVE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
GCM Grosvenor Holdings, LLC

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
GCM V, LLC

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
Sacks Michael Jay

(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE
SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
Explanation of Responses:
1. This Form 4 is filed jointly by LIF Vista, LLC ("LIF Vista"), Labor Impact Fund, L.P. ("Labor Fund"), LIF AIV 1, L.P. ("LIF AIV"), GCM Investments GP, LLC ("GCM GP"), Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital Holdings"), GCM Grosvenor Holdings, LLC ("GCM Holdings"), GCM Grosvenor Inc. ("GCM Grosvenor"), GCM V, LLC ("GCM V") and Michael J. Sacks (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Each restricted stock unit represents a contingent right to receive one share of common stock.
3. Represents securities awarded to James DiMola in his capacity as a director of the Issuer. Mr. DiMola currently serves as LIF Vista's director designee on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. DiMola in his capacity as a director of the Issuer will be held by Mr. DiMola on behalf of LIF Vista or its affiliates, transferred by Mr. DiMola to LIF Vista or its affiliates, and/or sold by Mr. DiMola, with the proceeds of such sale to be remitted to LIF Vista or its affiliates, in each case as directed by LIF Vista. Accordingly, LIF Vista and the other Reporting Persons may be deemed to have a pecuniary interest in these securities when awarded to Mr. DiMola for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and such securities were transferred by Mr. DiMola to LIF Vista upon vesting at the direction of LIF Vista.
4. Securities owned directly by LIF Vista. Labor Fund and LIF AIV, as the owners of all the outstanding membership interests of LIF Vista, may be deemed to beneficially own such securities. GCM GP, as the managing member of LIF Vista and the general partner of each of Labor Fund and LIF AIV, may be deemed to beneficially own such securities. Grosvenor Capital Holdings, as the sole member of GCM GP, may be deemed to beneficially own such securities. GCM Holdings, as the general partner of Grosvenor Capital Holdings, may be deemed to beneficially own such securities. GCM Grosvenor, as the sole member of GCM Holdings, may be deemed to beneficially own such securities. GCM V, as a shareholder of GCM Grosvenor, may be deemed to beneficially own such securities. Mr. Sacks, as the manager of GCM V, may be deemed to beneficially own such securities.
Remarks:
The Reporting Persons may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that James DiMola, a managing director of GCM Grosvenor L.P., an affiliate of the Reporting Persons, currently serves on the board of directors of the Issuer.
GCM Grosvenor Inc., By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
LIF Vista, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
Labor Impact Fund, L.P., By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
LIF AIV 1, L.P., By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
GCM Investments GP, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
Grosvenor Capital Management Holdings, LLLP, By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
GCM Grosvenor Holdings, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
GCM V, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/19/2026
/s/ Michael J. Sacks 02/19/2026
** 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 GCM Grosvenor-related entities report for SHEN?

They reported a disposition of 10,924 restricted stock units to the issuer and an exercise or conversion into 10,924 SHEN common shares. These transactions are tied to director James DiMola’s awards, held and directed for the benefit of LIF Vista and its affiliates.

How many SHEN shares are indirectly held through LIF Vista, LLC?

The filing states that 4,105,126 shares of SHEN common stock are owned directly by LIF Vista, LLC. Various GCM Grosvenor-affiliated entities and Michael J. Sacks may be deemed beneficial owners of these securities through their interests in LIF Vista and related entities.

Who is James DiMola and how are his SHEN awards treated?

James DiMola serves as LIF Vista’s director designee on SHEN’s board. Equity-based securities awarded to him as a director are held, transferred, or sold for the benefit of LIF Vista or its affiliates, with proceeds remitted to them as directed by LIF Vista.

Do the reporting persons claim full beneficial ownership of the SHEN securities?

No. Each reporting person disclaims beneficial ownership of the SHEN securities except to the extent of their pecuniary interest. The filing states it should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

How are GCM Grosvenor entities linked to LIF Vista’s SHEN holdings?

Labor Impact Fund and LIF AIV own LIF Vista’s membership interests, with GCM Investments GP as managing member and general partner. Additional GCM Grosvenor entities and Michael J. Sacks are higher-tier owners, so they may be deemed beneficial owners of LIF Vista’s SHEN shares.

What does each restricted stock unit represent in this SHEN filing?

Each restricted stock unit represents a contingent right to receive one share of SHEN common stock. Upon vesting or settlement, these units can convert into common shares, as reflected by the 10,924-unit disposition and corresponding 10,924-share acquisition reported.
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