Shenandoah Telecommunications (SHEN) VP Tormey logs award vesting and share sale

Rhea-AI Filing Summary

Shenandoah Telecommunications officer Heather K. Tormey reported equity award activity in company common stock. On February 2, 2026 she acquired 4,793 shares and 813 shares at a price of $0 per share through vesting of performance-based and strategic retention share units granted February 22, 2023.

On the same date, 1,983 shares were disposed of at $11.87 per share, leaving her with 19,322 common shares held directly after these transactions. The awards’ payouts were based on relative total shareholder return and operating metrics including fiber passings, capital spending efficiency, and adjusted EBITDA through December 31, 2025.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

TORMEY HEATHER K

(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)
	VP Chief HRO

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		4,793(1)	A	$0	20,492	D
Common Stock	02/02/2026		A		813(2)	A	$0	21,305	D
Common Stock	02/02/2026		F		1,983	D	$11.87	19,322	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 Heather K Tormey	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 transactions did SHEN officer Heather K. Tormey report?

Heather K. Tormey reported equity award activity in SHEN common stock. On February 2, 2026 she acquired 4,793 shares and 813 shares at $0 per share, and disposed of 1,983 shares at $11.87, ending with 19,322 shares directly owned.

When did the reported SHEN insider transactions by Heather K. Tormey occur?

All reported transactions occurred on February 2, 2026. On that date, Tormey had two share acquisitions tied to vesting of prior awards and one disposition transaction, resulting in a directly held balance of 19,322 Shenandoah Telecommunications common shares afterward.

How many SHEN shares does Heather K. Tormey own after these Form 4 transactions?

Following the reported transactions, Heather K. Tormey directly owns 19,322 SHEN common shares. This reflects the February 2, 2026 award-related acquisitions of 4,793 and 813 shares and the separate disposition of 1,983 shares at a price of $11.87 per share.

What awards drove the February 2, 2026 SHEN share acquisitions for Heather K. Tormey?

The 4,793-share acquisition reflects vesting of performance-based restricted stock units granted February 22, 2023. The 813-share acquisition reflects vesting of strategic retention performance share units granted the same day, both tied to multi-year performance criteria defined by Shenandoah Telecommunications.

What performance metrics determined Heather K. Tormey’s SHEN equity vesting?

One award vested based on Shenandoah Telecommunications’ total shareholder return versus NASDAQ Telecom Index peers by market cap. The strategic retention award vested based on fiber-to-the-home passings, capital expenditure per incremental passing, and adjusted EBITDA for the three-year period ending December 31, 2025.

What does the Form 4 disposition of 1,983 SHEN shares represent?

The filing shows a disposition of 1,983 SHEN common shares at $11.87 on February 2, 2026, coded as transaction type F. It occurred the same day as the vesting-related share acquisitions and reduced Tormey’s directly held balance to 19,322 shares.