Shenandoah (NASDAQ: SHEN) director logs RSU grant, exercise and tax share withholding

Rhea-AI Filing Summary

Shenandoah Telecommunications director Michael Anthony Rhymes reported equity award and related share movements. He received a grant of 9,863 restricted stock units, each representing a right to one common share. He also exercised 10,924 restricted stock units into 10,924 shares of common stock and then had 2,403 common shares withheld at a price of $13.01 per share to cover tax obligations. After these transactions, he directly owned 11,709.1107 shares of common stock.

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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X

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^*

Rhymes Michael Anthony

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		10,924	A	(1)	14,112.1107	D
Common Stock	02/18/2026		F		2,403	D	$13.01	11,709.1107	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)	02/18/2026		M			10,924	02/18/2026	02/18/2026	Common Stock	10,924	$0	0	D
Restricted Stock Unit	(1)	02/19/2026		A		9,863		02/19/2027	02/19/2027	Common Stock	9,863	$0	9,863	D

Explanation of Responses:

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

	/s/ Christopher E French Attorney in Fact for Michael Anthony Rhymes	02/20/2026
	** 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.
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FAQ

What insider transactions did SHEN director Michael Anthony Rhymes report on this Form 4?

Michael Anthony Rhymes reported a grant of 9,863 restricted stock units, an exercise of 10,924 restricted stock units into common stock, and a tax-withholding disposition of 2,403 common shares. These moves reflect routine equity compensation and related tax settlement activity.

How many Shenandoah Telecommunications (SHEN) restricted stock units were granted to Michael Anthony Rhymes?

He received 9,863 restricted stock units, each representing a contingent right to one share of SHEN common stock. This type of award generally vests over time according to company equity plan terms, aligning director compensation with shareholder interests through stock-based incentives.

What was the nature of the 10,924-share SHEN transaction reported with code M?

The 10,924-share transaction coded M reflects the exercise or conversion of derivative securities, specifically restricted stock units, into common stock. This increases his directly held common shares as previously awarded equity converts into actual stock under the company’s compensation arrangements.

Why were 2,403 SHEN common shares disposed of at $13.01 in this Form 4?

The 2,403 common shares disposed of at $13.01 per share were used to pay exercise price or tax liabilities, coded F. Such tax-withholding dispositions are common when equity awards vest or are exercised and do not represent an open-market sale for investment purposes.

What is Michael Anthony Rhymes’ direct SHEN common stock ownership after these transactions?

Following the reported grant, exercise, and tax-withholding disposition, Michael Anthony Rhymes directly owns 11,709.1107 shares of Shenandoah Telecommunications common stock. This figure reflects his updated direct holdings as of the latest Form 4 reporting date for these equity-related transactions.

How does the Form 4 describe SHEN restricted stock units held by Michael Anthony Rhymes?

The Form 4 explains that each restricted stock unit represents a contingent right to receive one share of SHEN common stock. These units are derivative securities that typically convert into shares upon vesting, subject to the company’s equity plan rules and any applicable conditions.