Shenandoah (NASDAQ: SHEN) SVP granted RSUs and withholds stock for taxes

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Form Type

Rhea-AI Filing Summary

Shenandoah Telecommunications SVP Sales & Marketing Dara Leslie reported multiple equity compensation transactions on common stock and restricted stock units. On February 19, 2026, she received a grant of 13,976 restricted stock units, each representing the right to one share of common stock.

Several existing restricted stock unit awards were exercised or converted into common stock, and 2,616 shares of common stock were disposed of at $13.18 per share to cover taxes through share withholding. The new award vests in four equal annual installments and is subject to the company’s executive compensation recovery (clawback) policy.

Insider Trade Summary

8,222 shares exercised/converted

Mixed 7 txns

Insider LESLIE DARA

Role SVP Sales & Marketing

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	756	$0.00	--
Exercise	Restricted Stock Unit	2,061	$0.00	--
Exercise	Restricted Stock Unit	1,940	$0.00	--
Exercise	Restricted Stock Unit	3,465	$0.00	--
Grant/Award	Restricted Stock Unit	13,976	$0.00	--
Exercise	Common Stock	8,222	$0.00	--
Tax Withholding	Common Stock	2,616	$13.18	$34K

Holdings After Transaction: Restricted Stock Unit — 23,804 shares (Direct); Common Stock — 18,618 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of common stock. 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.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 02:36 PM

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^*

LESLIE DARA

(Last)

(First)

(Middle)

PO BOX 459

(Street)

EDINBURG

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 Sales & Marketing

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		M		8,222	A	⁽¹⁾	18,618	D
Common Stock	02/19/2026		F		2,616	D	$13.18	16,002	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/19/2026		M			756	⁽²⁾	02/19/2026	Common Stock	756	$0	23,804	D
Restricted Stock Unit	⁽¹⁾	02/19/2026		M			2,061	⁽²⁾	02/18/2027	Common Stock	2,061	$0	21,743	D
Restricted Stock Unit	⁽¹⁾	02/19/2026		M			1,940	⁽²⁾	02/17/2028	Common Stock	1,940	$0	19,803	D
Restricted Stock Unit	⁽¹⁾	02/19/2026		M			3,465	⁽²⁾	02/15/2029	Common Stock	3,465	$0	16,338	D
Restricted Stock Unit	⁽¹⁾	02/19/2026		A		13,976		⁽²⁾	02/21/2030	Common Stock	13,976	$0	30,314	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 Dara Leslie	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did SHEN SVP Dara Leslie report on this Form 4?

Dara Leslie, SVP Sales & Marketing at SHEN, reported multiple equity compensation transactions, including a grant of 13,976 restricted stock units and exercises of prior RSU awards into common stock, along with a tax-related share disposition.

How many restricted stock units were granted to SHEN executive Dara Leslie?

Dara Leslie was granted 13,976 restricted stock units. Each unit represents a contingent right to receive one share of Shenandoah Telecommunications common stock, forming a significant component of her long-term equity compensation package under the company’s incentive plans.

What is the vesting schedule for Dara Leslie’s new SHEN restricted stock units?

The new restricted stock unit award vests in four equal parts. One-fourth of the 13,976 units vests on each of the first, second, third, and fourth anniversaries of the grant date, aligning her compensation with multi-year company performance.

Were any SHEN shares disposed of to cover taxes for Dara Leslie’s transactions?

Yes. A total of 2,616 shares of Shenandoah Telecommunications common stock were disposed of at $13.18 per share. The transaction was coded as tax-withholding, meaning shares were surrendered to satisfy exercise price or tax obligations, not as an open-market sale.

Does SHEN’s executive compensation recovery policy apply to Dara Leslie’s RSU grant?

Yes. The restricted stock unit award, and the shares issuable upon exercise of that award, are subject to cancellation and forfeiture in accordance with Shenandoah Telecommunications’ executive compensation recovery (clawback) policy as disclosed in the filing’s footnotes.

How do Dara Leslie’s restricted stock units relate to SHEN common stock?

Each restricted stock unit represents a contingent right to receive one Shenandoah Telecommunications common share. Upon vesting and settlement, RSUs convert into common stock, directly linking Leslie’s compensation to the company’s equity performance over time.