Shenandoah CEO reports RSU grant and share actions

Shenandoah Telecommunications President & CEO Edward H. McKay reported several equity-related transactions.

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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.

Insider Trade Summary

24,098 shares exercised/converted

Exercise 7 txns

Insider McKay Edward H

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,032	$0.00	$0.00
Exercise	Restricted Stock Unit	5,231	$0.00	$0.00
Exercise	Restricted Stock Unit	5,259	$0.00	$0.00
Exercise	Restricted Stock Unit	9,576	$0.00	$0.00
Grant/Award	Restricted Stock Unit	64,492	$0.00	$0.00
Exercise	Common Stock	24,098	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,251	$13.18	$96K

Holdings After Transaction: Restricted Stock Unit — 331,364 contracts (Direct); Common Stock — 134,007 shares (Direct)

Footnotes (2)

F1. Each restricted stock unit represents a contingent right to receive one share of common stock.
F2. 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.

FAQ

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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.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/23/2026 - 02:26 PM EST

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

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)
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		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)
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			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