MASON RICHARD W JR 4
4 · SHENANDOAH TELECOMMUNICATIONS CO/VA/ · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Shenandoah (SHEN) SVP Richard W. Mason Jr Receives Award
What Happened
Richard W. Mason Jr, Senior VP of Engineering & Operations at Shenandoah Telecommunications Co. (SHEN), received two vested awards on Feb 2, 2026: 6,340 shares and 4,824 shares (total 11,164 shares). The Form 4 reports these as acquisitions via award (code A) at $0.00 per share (standard for vesting grants; no open-market purchase or sale).
Key Details
- Transaction date: February 2, 2026. Reported in Form 4 filed February 5, 2026.
- Price reported: $0.00 per share (vesting of awards). Total shares acquired: 11,164.
- Shares owned after transaction: Not disclosed in this Form 4.
- Footnotes:
- F1: 6,340 shares represent vesting of performance-based RSUs (measured by Shenandoah’s relative total shareholder return vs. a NASDAQ Telecom Index peer group).
- F2: 4,824 shares represent vesting of Strategic Retention Performance Share Units (performance measured by FTTH passings, capex per incremental passings, and Adjusted EBITDA for the three-year period ending Dec 31, 2025).
- Filing timeliness: Form 4 was filed Feb 5, 2026 (three calendar days after the Feb 2 transaction), which appears late relative to the SEC’s two-business-day Form 4 filing rule.
Context
These were vesting events for previously granted long-term incentive awards (performance and retention PSUs/RSUs), not open-market purchases or sales. Vesting awards are compensation realizations and don’t necessarily signal an insider’s buying or selling intent. The awards’ payout was tied to multi-year performance metrics (TSR vs. peers and operational/financial targets).
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-02+6,340→ 37,881 total - Award
Common Stock
[F2]2026-02-02+4,824→ 42,705 total
Footnotes (2)
- [F1]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.
- [F2]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.