Hill City Acquires 565,813 SHEN Shares via 10b5-1 for $8.03M

Rhea-AI Filing Summary

This Amendment to a Schedule 13D reports that a group of Energy Capital Partners-related entities collectively beneficially own 6,774,728 shares of Shenandoah Telecommunications Company, representing 11.6% of the outstanding common stock. The filing discloses that Hill City acquired 565,813 shares in open-market transactions for approximately $8.03 million under a 10b5-1 trading plan.

The disclosure breaks down holdings: 3,553,178 shares issuable upon exchange of preferred stock held by the ECP investor, 3,221,550 shares held of record by Hill City, and 4,751 shares held by ECP Management. Hill City funded recent purchases through borrowings from Barclays Capital Inc. secured by a margin account. The filing also describes the ownership and control relationships among the ECP entities and the ECP Managers who share voting and dispositive power.

Positive

• Aggregate stake of 6,774,728 shares (11.6%) disclosed, providing clear, material ownership transparency
• Recent accumulation of 565,813 shares for ~$8.03M executed under a 10b5-1 trading plan, signaling systematic purchases
• Detailed ownership breakdown (including shares issuable upon preferred exchange and record holders) aids investor analysis

Negative

• Hill City funded purchases via margin borrowings from Barclays Capital Inc., introducing leverage to the acquisition
• Shared voting and dispositive power among named managers could concentrate influence; filing disclaims beneficial ownership but does not eliminate governance considerations

Insights

Financial Analyst

TL;DR: ECP-related entities now report an 11.6% stake after an $8.03M accumulation under a 10b5-1 plan; the holding is material but non-directional.

The Schedule 13D/A discloses a material, >10% aggregate position in SHEN totaling 6,774,728 shares. The recent Hill City purchases (565,813 shares for ~$8.03M) were executed under a 10b5-1 plan, indicating systematic accumulation rather than ad hoc trading. The mix of shares includes 3,553,178 shares issuable upon exchange of preferred stock, which affects potential conversion-related dilution and control dynamics. Funding via a margin loan introduces leverage into the acquisition profile. Overall, the disclosure is material for investors but does not by itself indicate a change in strategy or near-term operational plans for the issuer.

Corporate Governance Expert

TL;DR: The filing reveals coordinated ownership and shared voting power across multiple ECP entities, creating a material governance position without explicit intent stated.

The report details the governance and control linkages among ECP ControlCo, ECP Management and related partnership entities, with named managers sharing voting and dispositive power. Collectively holding 11.6% of SHEN is large enough to affect governance discussions or board dynamics, depending on future actions, but the filing contains no statement of intent beyond acquisition and ownership structure. The inclusion of shares issuable upon preferred exchange is important for assessing potential voting and economic shifts if conversion occurs.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Shenandoah Telecommunications Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

82312B106

(CUSIP Number)

Jennifer Gray, Esq.
c/o ECP, 40 Beechwood Road
Summit, NJ, 07901
(973) 671-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

ECP ControlCo, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,774,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,774,728.00

11

Aggregate amount beneficially owned by each reporting person

6,774,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners IV, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,774,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,774,728.00

11

Aggregate amount beneficially owned by each reporting person

6,774,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners GP IV, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,774,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,774,728.00

11

Aggregate amount beneficially owned by each reporting person

6,774,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners IV-A, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,774,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,774,728.00

11

Aggregate amount beneficially owned by each reporting person

6,774,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners IV-B, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,774,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,774,728.00

11

Aggregate amount beneficially owned by each reporting person

6,774,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners IV-C, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,774,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,774,728.00

11

Aggregate amount beneficially owned by each reporting person

6,774,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners IV-D, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,774,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,774,728.00

11

Aggregate amount beneficially owned by each reporting person

6,774,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners IV-B (Hill City IP), LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,221,550.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,221,550.00

11

Aggregate amount beneficially owned by each reporting person

3,221,550.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

ECP Fiber Holdings GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,553,178.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,553,178.00

11

Aggregate amount beneficially owned by each reporting person

3,553,178.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

ECP Fiber Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,553,178.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,553,178.00

11

Aggregate amount beneficially owned by each reporting person

3,553,178.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Hill City Holdings GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,221,550.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,221,550.00

11

Aggregate amount beneficially owned by each reporting person

3,221,550.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Hill City Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,221,550.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,221,550.00

11

Aggregate amount beneficially owned by each reporting person

3,221,550.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 82312B106

1

Name of reporting person

Energy Capital Partners Management, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,751.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,751.00

11

Aggregate amount beneficially owned by each reporting person

4,751.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Shenandoah Telecommunications Company
(c)	Address of Issuer's Principal Executive Offices: 500 Shentel Way, P.O. Box 459, Edinburg, VIRGINIA , 22824.
Item 1 Comment: This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on April 8, 2024 (as amended, the "Schedule 13D"), relating to the common stock, no par value (the "Common Stock"), of Shenandoah Telecommunications Company (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is amended and supplemented by the following: From June 6, 2025 to August 8, 2025, Hill City purchased 565,813 shares of Common Stock for aggregate consideration of approximately $8.03 million in a series of open-market transactions. Hill City obtained the funds used to acquire its interests in the Issuer's securities through borrowings from Barclays Capital Inc. in the ordinary course of business and secured by a margin account.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The information set forth herein is as of August 8, 2025 and is based on (i) 58,450,248 shares of Common Stock outstanding, which includes, (a) 54,897,070 shares of Common Stock outstanding as of July 24, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on July 31, 2025, and (b) 3,553,178 shares of Common Stock issuable upon exchange of 81,000 shares of Series A Preferred Stock held of record by the ECP Investor; and (ii) solely with respect to Hill City IP, Hill City Holdings GP, LLC, Hill City, and ECP Management, 54,897,070 shares of Common Stock outstanding as of July 24, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on July 31, 2025. The securities reported herein include (i) 3,553,178 shares of Common Stock issuable upon exchange of 81,000 shares of Series A Preferred Stock held of record by the ECP Investor; (ii) 3,221,550 shares of Common Stock held of record by Hill City; and (iii) 4,751 shares of Common Stock held of record by ECP Management. ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of (i) Energy Capital Partners IV-A, LP, (ii) Energy Capital Partners IV-B, LP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP (the "Funds"). The Funds are the members of ECP Fiber Holdings GP, LLC, which is the general partner of the ECP Investor. Energy Capital Partners GP IV, LP is the general partner of Hill City IP. Each of (i) Energy Capital Partners IV-A, LP, (ii) Hill City IP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City. ECP ControlCo, LLC is controlled by its board of managers, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes and Xavier Robert (together, the "ECP Managers"), all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of the relationships described herein, each of the ECP Managers may be deemed to share beneficial ownership of the securities described herein. Each of them disclaims any such beneficial ownership. ECP Management is controlled by its business unit board, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Murray Karp, Raoul Hughes and Xavier Robert, all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP Management. As a result of these relationships, each of the foregoing individuals may be deemed to share beneficial ownership of the securities beneficially owned by ECP Management. Each of them disclaims any such beneficial ownership. By virtue of certain relationships among them, ECP ControlCo, LLC and ECP Management may be deemed a group under Section 13(d) of the Exchange Act. Each of them disclaims any such group membership.
(b)	The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(c)	Since the Reporting Persons' most recent filing in Schedule 13D, Hill City has acquired 565,813 shares of Common Stock in a series of open-market transactions pursuant to the 10b5-1 Trading Plan. Details by date, listing the number of shares of Common Stock acquired and the weighted average price per share, are provided in Annex A. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for each transaction.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ECP ControlCo, LLC

Signature:	/s/ Jennifer Gray
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

Energy Capital Partners IV, LLC

Signature:	By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

Energy Capital Partners GP IV, LP

Signature:	By: Energy Capital Partners IV, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

Energy Capital Partners IV-A, LP

Signature:	By: Energy Capital Partners GP IV, LP, general partner, By: Energy Capital Partners IV, LLC, general partner, By: ECP ControlCo, LLC, managing membe
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

Energy Capital Partners IV-B, LP

Signature:	By: Energy Capital Partners GP IV, LP, general partner, By: Energy Capital Partners IV, LLC, general partner, By: ECP ControlCo, LLC, managing member
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

Energy Capital Partners IV-C, LP

Signature:	By: Energy Capital Partners GP IV, LP, general partner, By: Energy Capital Partners IV, LLC, general partner, By: ECP ControlCo, LLC, managing member
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

Energy Capital Partners IV-D, LP

Signature:	By: Energy Capital Partners GP IV, LP, general partner, By: Energy Capital Partners IV, LLC, general partner, By: ECP ControlCo, LLC, managing member
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

Energy Capital Partners IV-B (Hill City IP), LP

Signature:	By: Energy Capital Partners GP IV, LP, general partner, By: Energy Capital Partners IV, LLC, general partner, By: ECP ControlCo, LLC, managing member
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

ECP Fiber Holdings GP, LLC

Signature:	/s/ Matthew DeNichilo
Name/Title:	Matthew DeNichilo, Chief Executive Officer
Date:	08/12/2025

ECP Fiber Holdings, LP

Signature:	By: ECP Fiber Holdings GP, LLC, its general partner, /s/ Matthew DeNichilo
Name/Title:	Matthew DeNichilo, Chief Executive Officer
Date:	08/12/2025

Hill City Holdings GP, LLC

Signature:	/s/ Jennifer Gray
Name/Title:	Jennifer Gray, Executive Vice President and Secretary
Date:	08/12/2025

Hill City Holdings, LP

Signature:	By: Hill City Holdings GP, LLC, its general partner, /s/ Jennifer Gray
Name/Title:	Jennifer Gray, Executive Vice President and Secretary
Date:	08/12/2025

Energy Capital Partners Management, LP

Signature:	/s/ Jennifer Gray
Name/Title:	Jennifer Gray, General Counsel
Date:	08/12/2025

FAQ

How many SHEN shares do Energy Capital Partners-related entities beneficially own?

They report beneficial ownership of 6,774,728 shares, representing 11.6% of the outstanding common stock.

How many shares did Hill City recently acquire and for how much?

Hill City acquired 565,813 shares in open-market transactions for approximately $8.03 million.

Were the recent purchases made under a trading plan?

Yes, the Hill City purchases were made pursuant to a 10b5-1 trading plan.

How were the recent acquisitions funded?

Hill City obtained funds through borrowings from Barclays Capital Inc. secured by a margin account.

What is the composition of the disclosed holdings?

The filing lists 3,553,178 shares issuable upon exchange of preferred stock, 3,221,550 shares held by Hill City, and 4,751 shares held by ECP Management.