SVP at Shenandoah Telecommunications (SHEN) reports new stock awards

Rhea-AI Filing Summary

Shenandoah Telecommunications SVP Sales & Marketing Dara Leslie reported equity compensation activity. On February 2, 2026, she acquired 4,809 and 2,450 shares of common stock at $0 per share upon vesting of performance-based and strategic retention awards. A separate transaction withheld 2,528 shares at $11.87 per share, leaving her with 10,404 directly owned shares.

The first award vested based on relative total shareholder return versus a NASDAQ Telecom Index peer group. The second vested based on fiber-to-the-home passings, capital expenditure per incremental passing, and Adjusted EBITDA over a three-year period ending 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).

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 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 Sales & Marketing

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		4,809(1)	A	$0	10,482	D
Common Stock	02/02/2026		A		2,450(2)	A	$0	12,932	D
Common Stock	02/02/2026		F		2,528	D	$11.87	10,404	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.

	Christopher E French Attorney in Fact for Dara Leslie	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 executive Dara Leslie report on February 2, 2026?

Dara Leslie, SVP Sales & Marketing at SHEN, reported three common stock transactions on February 2, 2026: two share acquisitions from vested equity awards and one share withholding transaction, all affecting her directly held ownership position in Shenandoah Telecommunications common stock.

How many Shenandoah Telecommunications (SHEN) shares did Dara Leslie acquire from equity awards?

Dara Leslie acquired 4,809 Shenandoah Telecommunications (SHEN) shares from performance-based restricted stock units and 2,450 shares from strategic retention performance share units. Both awards vested on February 2, 2026 and were recorded at a price of $0 per share.

Why were 2,528 SHEN shares reported as disposed of at $11.87?

A total of 2,528 SHEN common shares were reported with transaction code F at $11.87 per share. This code indicates shares were withheld to satisfy tax or similar obligations related to the vesting of previously granted equity awards, rather than an open-market sale.

What performance metrics determined Dara Leslie’s 4,809 SHEN share vesting?

The 4,809 SHEN shares came from performance-based restricted stock units granted on February 22, 2023. Vesting depended on Shenandoah’s relative total shareholder return versus a group of NASDAQ Telecom Index companies with market capitalizations between 100 million and 100 billion.

How were the 2,450 Strategic Retention Performance Share Units at SHEN measured?

The 2,450 SHEN shares resulted from Strategic Retention Performance Share Units granted on February 22, 2023. Performance was based on fiber-to-the-home passings, capital expenditure per incremental passing, and Adjusted EBITDA over the three-year period ending December 31, 2025.

What is Dara Leslie’s direct SHEN share ownership after these Form 4 transactions?

Following the reported transactions, Dara Leslie directly owns 10,404 shares of Shenandoah Telecommunications (SHEN) common stock. This figure reflects the vested shares added and the shares withheld in connection with the equity award vesting and related tax or similar obligations.