Shenandoah Telecommunications (SHEN) SVP adds stock via performance award vesting

Rhea-AI Filing Summary

Shenandoah Telecommunications senior executive reports stock vesting from performance awards. SVP Engineering & Operations Richard W. Mason Jr received 6,340 shares of common stock on February 2, 2026 from vesting of performance-based restricted stock units and 4,824 shares from vesting of strategic retention performance share units, both at $0 per share. After these awards vested, he directly owned 42,705 shares of Shenandoah Telecommunications common stock.

The first award was tied to the company’s relative total shareholder return versus selected NASDAQ Telecom Index peers. The second was measured over a three-year period ending December 31, 2025 using fiber-to-the-home passings, capital spending per passing, and adjusted EBITDA.

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^*

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)
02/02/2026

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	02/02/2026		A		6,340(1)	A	$0	37,881	D
Common Stock	02/02/2026		A		4,824(2)	A	$0	42,705	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

Explanation of Responses:

1. Represents vesting of performance-based Restricted Stock Units granted February 22, 2023. Performance for this award was measured on the Issuer's relative total return (TSR) compared to the TSR of a group of companies in the NASDAQ Telecom Index with a Market Cap between 100 million and 100 billion, above and below the Issuer's then current Market Cap.

2. Represents the vesting Strategic Retention Performance Share Units granted February 22, 2023. Performance for this award was measured based on the number of Fiber-To-The-Home passings, capital expenditure per incremental passings, and Adjusted Earnings Before Interest Taxes, Depreciation and Amortization for the three-year period ending December 31, 2025.

	/s/ Christopher E French Attorney in Fact for Richard W Mason Jr	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did SHEN executive Richard W. Mason Jr report?

Richard W. Mason Jr reported the vesting of performance-based stock awards. On February 2, 2026, 6,340 restricted stock units and 4,824 strategic retention performance share units vested into Shenandoah Telecommunications common stock, increasing his direct holdings to 42,705 shares at no cash cost.

How many SHEN shares does Richard W. Mason Jr own after the latest Form 4?

After the reported vesting transactions, Richard W. Mason Jr directly owns 42,705 shares of Shenandoah Telecommunications common stock. These holdings reflect the addition of 6,340 shares from a performance-based RSU award and 4,824 shares from a strategic retention performance share award that vested.

What performance metrics triggered the SHEN performance-based RSU vesting?

The performance-based restricted stock units vested based on Shenandoah Telecommunications’ relative total shareholder return. Performance was measured against companies in the NASDAQ Telecom Index with market capitalizations between $100 million and $100 billion surrounding the issuer’s market capitalization at the February 22, 2023 grant date.

How were SHEN’s strategic retention performance share units measured for vesting?

The strategic retention performance share units vested based on three-year operational and financial goals. Metrics included fiber-to-the-home passings, capital expenditure per incremental passing, and adjusted EBITDA for the period ending December 31, 2025, aligning the award with Shenandoah Telecommunications’ fiber growth and profitability objectives.

Did Richard W. Mason Jr pay cash for the SHEN shares reported in this Form 4?

No cash was paid for these Shenandoah Telecommunications shares. Both transactions show an acquisition price of $0 per share, reflecting stock issued through vesting of previously granted performance-based restricted stock units and strategic retention performance share units rather than open-market purchases.

What role does Richard W. Mason Jr hold at Shenandoah Telecommunications (SHEN)?

Richard W. Mason Jr serves as Senior Vice President, Engineering & Operations at Shenandoah Telecommunications. His Form 4 filing details equity compensation vesting tied to multi-year performance measures, illustrating how a portion of his compensation is linked to shareholder returns and operational metrics.