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Shenandoah (SHEN) CEO reports major RSU grant and tax share withholding

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

Rhea-AI Filing Summary

Shenandoah Telecommunications President & CEO Edward H. McKay reported several equity-related transactions. He exercised or converted multiple restricted stock unit awards into common stock, acquired a new grant of 64,492 restricted stock units, and had 7,251 common shares withheld at $13.18 per share to cover tax obligations.

Positive

  • None.

Negative

  • None.
Insider McKay Edward H
Role President & CEO
Type Security Shares Price Value
Exercise Restricted Stock Unit 4,032 $0.00 --
Exercise Restricted Stock Unit 5,231 $0.00 --
Exercise Restricted Stock Unit 5,259 $0.00 --
Exercise Restricted Stock Unit 9,576 $0.00 --
Grant/Award Restricted Stock Unit 64,492 $0.00 --
Exercise Common Stock 24,098 $0.00 --
Tax Withholding Common Stock 7,251 $13.18 $96K
Holdings After Transaction: Restricted Stock Unit — 64,545 shares (Direct); Common Stock — 141,258 shares (Direct)
Footnotes (1)
  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 →
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*
McKay Edward H
(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)
President & CEO
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 24,098 A (1) 141,258 D
Common Stock 02/19/2026 F 7,251 D $13.18 134,007 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 4,032 (2) 02/19/2026 Common Stock 4,032 $0 64,545 D
Restricted Stock Unit (1) 02/19/2026 M 5,231 (2) 02/18/2027 Common Stock 5,231 $0 59,314 D
Restricted Stock Unit (1) 02/19/2026 M 5,259 (2) 02/17/2028 Common Stock 5,259 $0 54,055 D
Restricted Stock Unit (1) 02/19/2026 M 9,576 (2) 02/15/2029 Common Stock 9,576 $0 44,479 D
Restricted Stock Unit (1) 02/19/2026 A 64,492 (2) 02/21/2030 Common Stock 64,492 $0 108,971 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/ Edward H McKay 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 transactions did SHEN CEO Edward H. McKay report on this Form 4?

Edward H. McKay reported exercises of restricted stock units into common stock, a new award of 64,492 restricted stock units, and a tax-related disposition of 7,251 common shares at $13.18 per share on February 19, 2026, all held under direct ownership.

How many restricted stock units were granted to SHEN CEO Edward H. McKay?

Edward H. McKay received a grant of 64,492 restricted stock units. Each unit represents a contingent right to receive one share of Shenandoah Telecommunications common stock, subject to vesting conditions and the company’s executive compensation recovery policy described in the filing footnotes.

What does the tax-withholding transaction on SHEN stock represent for the CEO?

The tax-withholding transaction reflects 7,251 common shares delivered at $13.18 per share to satisfy tax liabilities. This is coded as a disposition for tax payment rather than an open-market sale, and it occurred in connection with equity award activity on February 19, 2026.

How do the restricted stock units for SHEN’s CEO vest over time?

The restricted stock unit award vests in four equal installments. One-fourth vests on each of the first, second, third and fourth anniversaries of the grant date, and the award is subject to potential cancellation or forfeiture under the company’s executive compensation recovery policy.

Does Edward H. McKay hold SHEN shares directly after these transactions?

Yes. After the reported transactions, Edward H. McKay’s holdings reflected directly owned common stock and restricted stock units. The filing shows his ownership type as direct, with updated share balances following each exercise, grant, and tax-withholding disposition on February 19, 2026.